Annual Financial Report

Panthera Resources PLC

03 September 2026

 

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.

3 September 2026

Panthera Resources Plc

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

Issuer LEI: 203213800IB98EG6736XN82

Audited Financial Results and Management Update for the 12 Months Ended 31 March 2026

and

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 31 March 2026.

The Company has separately undertaken a placing and subscription to raise gross proceeds of approximately £2.69 million (US$3.63 million) at an issue price of 17.5 pence per new ordinary share. Please refer to the Company's separate announcement released today for further information relating to the placing and subscription.

Highlights of 2025-26 Financial Year (Year Ended 31 March 2026)

Panthera Resources PLC ("Panthera", "PAT" or the "Company" or, together with its subsidiaries, the "Group") has completed another year as an AIM-quoted exploration and development mining company. The Company made significant progress during the financial year, advancing both its treaty arbitration against the Republic of India ("India") and the development of its West African gold portfolio.

Bhukia Project (Rajasthan, India)

The Company's subsidiary, Indo Gold Pty Ltd ("IGPL"), continued to advance its treaty arbitration against the Republic of India, administered by the Permanent Court of Arbitration and seated in London:

•    On 19 May 2025, the Company reported that it had filed its Memorial, including the Statement of Claim, advancing a claim for damages of US$1.58 billion (net of Indian taxes).

•     On 18 September 2025, the Company reported that the arbitral tribunal declined India's request to hear the jurisdictional issues in a preliminary separate phase, and instead allowed jurisdiction, the merits and the general principles of compensation to be heard together in Phase One.

•    On 29 October 2025, the Company reported that the tribunal established the procedural timetable for Phase One, setting out the parties' filing deadlines and a hearing scheduled for December 2026.

•     On 27 February 2026, India filed its Counter-Memorial in accordance with the reported timetable.

Growing High Potential West Africa Gold Portfolio

Bassala (Mali)

•     Low-cost activity continued, including mapping and the monitoring and reporting of artisanal workings to support future targeting.

•     No drilling was undertaken during the financial year. The licence is subject to renewal, with the application process underway with the relevant government authorities in Mali but at an early stage.

Kalaka (Mali)

•     Metallurgical test work (announced 21 November 2025) delivered strong gold recoveries

-     approximately 93% from CIL bottle-roll tests and 76% from 90-day column-leach tests

-     confirming the ore is amenable to conventional CIL and/or heap-leach processing.

•     No drilling was undertaken during the period. A bank guarantee was lodged as part of the licence renewal process under Mali's new mining code, and the project remains in good standing.

Bido (Burkina Faso)

•     A maiden reverse-circulation drilling programme commenced at the Kwademen prospect in July 2025, targeting priority zones identified from earlier exploration.

•     Results announced on 19 January 2026 (19 holes for 1,858.9 m across five targets) confirmed multiple zones of gold mineralisation and upgraded four of the five targets, with assays verified using the PhotonAssay method; standout intersections included 5 m @ 4.95 g/t Au (including 1 m @ 19.2 g/t Au) at Kwademen.

Cascades (Burkina Faso)

•    DFR Gold Inc. ("DFR Gold") commenced a feasibility study in August 2025, fully funded as part of its earn-in commitments and incorporating reserve-definition drilling, metallurgical test work, and environmental and social studies to support potential development.

•     As part of the programme, DFR paid US$500,000 on behalf of Moydow Holdings Limited ("Moydow") to Moydow's joint venture partner to exercise the remaining option over the Wuo Land permit.

Corporate

•     During the financial year, the Company generated proceeds of approximately US$1.4 million from the exercise of options and warrants, reflecting continued shareholder support.

•     Cross-trading on the OTCQB Venture Market in the United States commenced in November 2025 (ticker "PATRF"), broadening access for North American investors.

Financial Results

The consolidated loss of the Group for the 2025-26 Financial Year after income tax was US$2,662,985 (2024-25: US$2,390,889).

Outlook

In relation to the Bhukia Project in India, the Company will continue to progress its arbitration 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 "Australia-India Bilateral Investment Treaty" or the "Treaty") as well as the UNCITRAL Arbitration Rules under the Permanent Court of Arbitration's administration. The Phase One hearing, scheduled for 14 to 19 December 2026, represents a key milestone, and the Company will continue to progress the proceedings efficiently while remaining open to any constructive resolution.

In West Africa, the Company continues to pursue an internal reorganisation of its West African interests and will revisit options to maximise value from its gold portfolio following the forthcoming renewal of the Kalaka licence, with the objective of unlocking value and securing funding to advance these assets. Alongside this, the Company will progress work programmes at its key projects, Bassala, Kalaka, Bido and Cascades, while seeking to manage shareholder dilution carefully.

The Company remains focused on disciplined capital allocation, maintaining financial flexibility, and progressing both its arbitration and project portfolio in a manner that seeks to maximise long-term shareholder value.

Notice of AGM and Posting of Annual Report

The annual general meeting of the Company (the "AGM") will be held at 11.00 a.m. on 29 September 2026 at the offices of Druces LLP, 6^th Floor, 99 Gresham Street, London, EC2V 7NG.
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 7 September 2026.

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,

The 2025-26 Financial Year was, in contrast to so many that preceded it, a year of tangible forward progress. Having spent prior years establishing the basis for redress over the failure of the Governments of India and Rajasthan to grant a Prospecting Licence over our advanced-stage Bhukia gold project, the Company moved decisively from the framing of its claim into the substance of the proceedings, while at the same time delivering encouraging results across our West African gold portfolio.

As I have set out in previous years, our journey has been one of interrupted development, with the continuing legal challenges having frozen what we firmly believe could have emerged as one of the largest open-pit gold mining and processing operations in India. We maintain that the actions of the Government of Rajasthan ("GoR") and the Government of India ("GoI") amounted to an act of expropriation, with the GoI breaching its obligations to provide the requisite investment protections, including the failure to accord fair and equitable treatment, under the Australia-India Bilateral Investment Treaty (the "Treaty").

During the year, our wholly owned subsidiary, Indo Gold Pty Ltd ("IGPL"), advanced its international arbitration under the Treaty against the Republic of India, administered by the Permanent Court of Arbitration ("PCA") and seated in London. On 19 May 2025, the Company reported that IGPL filed its Memorial, including the Statement of Claim, advancing a claim for damages of US$1.58 billion, net of Indian taxes. The arbitral tribunal subsequently declined India's request to limit the proceedings to jurisdiction alone, determining instead that the first phase would address jurisdiction together with the merits and the general principles of compensation. The Board welcomed this as a more efficient and cost-effective route to a potential resolution. In October 2025, the tribunal issued the procedural calendar for Phase One, and on 27 February 2026 India filed its Counter-Memorial in accordance with that timetable. The Company submitted its reply on 17 July 2026, and India's Rejoinder is due on 23 October 2026, with the Phase One hearing scheduled for 14 to 19 December 2026 at the PCA in The Hague and oral closing submissions to follow on 11 January 2027.

The arbitration continues to be supported by the non-recourse US$13.6 million arbitration funding facility with LCM Funding SG Pty Ltd, a subsidiary of AIM-quoted Litigation Capital Management Limited ("LCM"). During the year, LCM reaffirmed that the facility remains unchanged and fully available. As at 31 March 2026, US$9.68 million had been deployed under the facility, with the remaining arbitration funding and the Company's cash reserves available to support the ongoing arbitration process.

In West Africa, the financial year saw real progress delivered. At the Bido Project in Burkina Faso, where the Company holds an 80% interest having completed its earn-in, a maiden reverse-circulation drilling programme at the Kwademen prospect returned encouraging results, with most targets upgraded. At the Kalaka Project in Mali, metallurgical test work confirmed that the ore is amenable to conventional processing, complementing the maiden JORC resource of some 803,000 ounces of gold reported for the K1A deposit; renewal of the Bassala and Kalaka licences remain pending with the authorities. At the Cascades Project in Burkina Faso, our partner DFR Gold Inc commenced a fully funded feasibility study, in which the Company retains a meaningful carried interest and a back-in right. We continue to assess a restructuring of our West African interests intended to unlock value from these assets while remaining mindful of the dilution of the unrealised intrinsic value of Bhukia.

On corporate matters, the Company broadened access for North American investors through the commencement of cross-trading on the OTCQB Venture Market in the United States under the ticker "PATRF". The Company remains funded through its existing cash reserves, equity and access to the non-recourse arbitration facility, with no borrowings. The consolidated loss for the year was US$2,662,985 (2024-25: US$2,390,889), and the Company held cash of US$2,088,810 at the year end.

Looking ahead, the December 2026 hearing represents the most significant near-term milestone, and the year ahead will be defined by our preparation for it. Alongside this, we will continue to advance and seek to realise value from our West African portfolio while managing dilution where possible.

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

Michael Higgins
Non-Executive Chairman

2 September 2026

Group Statement of Comprehensive Income

For the Year Ended 31 March 2026	Year Ended 31 March
Amounts in US$	2026	2025
From Continuing Operations:
Revenue	-	-
Gross Profit	-	-
Arbitration cost recoveries	3,696,271	3,804,901
Arbitration expenses	(3,645,867)	(3,730,551)
Exploration costs expensed	(694,578)	(829,608)
Administrative expenses	(1,805,150)	(1,443,242)
Impairment of receivables	(77,553)	(1,447)
Impairment of intangibles	-	(16,896)
Impairment of investments	-	(1,284)
Share of losses in investment in associates recognised	(133,880)	(167,806)
Loss from Operations	(2,660,757)	(2,385,933)
Finance income	53	10
Finance costs	-	(4,966)
Loss on deregistration of subsidiary	(2,281)	-
Loss Before Taxation	(2,662,985)	(2,390,889)
Taxation	-	-
Loss from Continuing Operations	(2,662,985)	(2,390,889)
Other Comprehensive Income:
Items that may be reclassified to profit or loss:
- Exchange differences	(11,166)	(27,965)
Other Comprehensive Loss, Net of Income Tax	(11,166)	(27,965)
Total Comprehensive Loss for the Year	(2,674,151)	(2,418,854)
Total Loss Attributable to:
Owners of the Parent Company	(2,650,725)	(2,378,639)
Non-controlling interests	(12,260)	(12,250)
	(2,662,985)	(2,390,889)
Total Comprehensive Loss Attributable to:
Owners of the Parent Company	(2,661,891)	(2,406,604)
Non controlling interests	(12,260)	(12,250)
	(2,674,151)	(2,418,854)
Loss per Share from Continuing Operations Attributable to the Owners of the Parent:
Basic and diluted (dollars per share)	(0.01)	(0.01)

Group Statement of Financial Position

As at 31 March 2026	31 March
Amounts in US$	2026	2025
Non-Current Assets
Intangible assets	1,251,456	1,251,456
Property, plant and equipment	2,661	3,082
Investments	-	133,880
	1,254,117	1,388,418
Current Assets
Receivables	915,663	2,264,869
Cash and cash equivalents	2,088,810	3,139,744
	3,004,473	5,404,613
Total Assets	4,258,590	6,793,031
Non-Current Liability
Provisions	25,875	45,781
	25,875	45,781
Current Liabilities
Provisions	15,541	21,135
Trade and other payables	1,020,040	2,405,667
	1,035,581	2,426,802
Total Liabilities	1,061,456	2,472,583
Net Assets	3,197,134	4,320,448
Equity
Share capital	3,347,384	3,130,238
Share premium	29,482,954	28,237,283
Capital reorganisation reserve	537,757	537,757
Other reserves	816,788	728,768
Accumulated losses	(30,572,470)	(27,910,579)
Total Equity Attributable to Owners of the Parent	3,612,413	4,723,467
Non-controlling interest	(415,279)	(403,019)
Total Equity	3,197,134	4,320,448

Group Statement of Changes in Equity

For the Year Ended 31 March 2026:

	Attributable to Owners of the Company
Amounts in US$	Share   Capital	Share   Premium   Account	Capital Re-    organisation         Reserve *	Other  Reserves   **	Accumulated   Losses	Total	Non-    Controlling   Interest	Total  Equity
Balance at 1 April 2025	3,130,238	28,237,283	537,757	728,768	(27,910,579)	4,723,467	(403,019)	4,320,448
Loss for the year	-	-	-	-	(2,650,725)	(2,650,725)	(12,260)	(2,662,985)
Foreign exchange differences realised during the year	-	-	-	-	(11,166)	(11,166)	-	(11,166)
Total Comprehensive Loss for the Year	-	-	-	-	(2,661,891)	(2,661,891)	(12,260)	(2,674,151)
Share options issued	-	-	-	3,325	-	3,325	-	3,325
Share options and warrants exercised	209,010	1,181,755	-	(2,688)	-	1,388,077	-	1,388,077
Shares issued in lieu of fees	8,136	63,916	-	-	-	72,052	-	72,052
Foreign exchange differences on translation of currency	-	-	-	87,383	-	87,383	-	87,383
Total Transactions with Owners of the Company	217,146	1,245,671	-	88,020	-	1,550,837	-	1,550,837
Balance at 31 March 2026	3,347,384	29,482,954	537,757	816,788	(30,572,470)	3,612,413	(415,279)	3,197,134

* Capital reorganisation reserve is the balance of share capital remaining after the Company purchased all shares in its subsidiary IGPL.

** Other reserves is the total of the share-based payments reserve, foreign currency translation reserve and unrealised gain on investments reserve.

For the Year Ended 31 March 2025:

	Attributable to Owners of the Company
Amounts in US$	Share    Capital	Share   Premium   Account	Capital Re-  organisation       Reserve *	Other  Reserves   **	Accumulated  Losses	Total	Non-    Controlling   Interest	Total  Equity
Balance at 1 April 2024	2,288,782	24,007,525	537,757	522,174	(25,503,975)	1,852,263	(390,769)	1,461,494
Loss for the year	-	-	-	-	(2,378,639)	(2,378,639)	(12,250)	(2,390,889)
Foreign exchange differences realised during the year	-	-	-	-	(27,965)	(27,965)	-	(27,965)
Total Comprehensive Loss for the Year	-	-	-	-	(2,406,604)	(2,406,604)	(12,250)	(2,418,854)
Share options issued	-	-	-	145,134	-	145,134	-	145,134
Share options and warrants exercised	14,815	70,909	-	(5,184)	-	80,540	-	80,540
Issue of shares (including conversion of convertible loan notes)	763,648	4,464,499	-	-	-	5,228,147	-	5,228,147
Shares issued in lieu of fees	62,993	45,492	-	-	-	108,485	-	108,485
Share issuance costs	-	(351,142)	-	-	-	(351,142)	-	(351,142)
Foreign exchange differences on translation of currency	-	-	-	66,644	-	66,644	-	66,644
Total Transactions with Owners of the Company	841,456	4,229,758	-	206,594	-	5,277,808	-	5,277,808
Balance at 31 March 2025	3,130,238	28,237,283	537,757	728,768	(27,910,579)	4,723,467	(403,019)	4,320,448

* Capital reorganisation reserve is the balance of share capital remaining after the Company purchased all shares in its subsidiary IGPL.

** Other reserves is the total of the share-based payments reserve, foreign currency translation reserve and unrealised gain on investments reserve.

Group Statement of Cash Flows

For the Year Ended 31 March 2026	Year Ended 31 March
Amounts in US$	2026	2025
Cash Flows from Operating Activities:
Cash used in operations	(2,362,856)	(2,096,855)
Net Cash Used in Operating Activities	(2,362,856)	(2,096,855)
Cash Flows from Investing Activities:
Payments on property, plant and equipment	(786)	(2,445)
Payment for bank guarantee for renewal of tenement	(75,369)	-
Net Cash Used in Investing Activities	(76,155)	(2,445)
Cash Flows from Financing Activities:
Proceeds from issue of convertible notes (later converted to shares)	-	250,000
Proceeds from issue of shares, net of issue costs	1,388,077	4,707,545
Net Cash Generated from Financing Activities	1,388,077	4,957,545
Net (decrease)/increase in cash and cash equivalents	(1,050,934)	2,858,245
Cash and cash equivalents at beginning of year	3,139,744	281,499
Cash and Cash Equivalents at End of Year	2,088,810	3,139,744

Non-Cash Investing and Financing Transactions

During the year, the Group engaged in the following non-cash investing and financing transactions:

	Year Ended 31 March
Amounts in US$	2026	2025
Settlement of directors' fees through issuance of shares	72,052	45,452
Settlement of payables through issuance of shares	-	58,067
Issuance of options to advisors in lieu of services	-	141,049
Conversion of convertible loan notes (principal portion) into shares	-	250,000
Conversion of convertible loan notes (accrued interest portion) into shares	-	4,966

Selected Notes to the Financial Statements (the full set of notes are available in the Annual Report and accounts)

For the Year Ended 31 March 2026

1.       Material Accounting Policies and Other Information

1.01    Group Information:

Panthera Resources PLC is a public company limited by shares incorporated in the United Kingdom. The registered office is 6th Floor, 99 Gresham Street, London EC2V 7NG, United Kingdom. The Group consists of Panthera Resources PLC and its subsidiaries, as listed in Note 16b.

The principal activities of the Group are the exploration and development of gold assets, with a focus on projects in West Africa, as well as the pursuit of value through international arbitration relating to its interest in the Bhukia project in India.

1.02    Basis of Preparation

The Company's results and chairman statement, as extracted from the annual report and accounts, are set out further below. The financial information set out below does not constitute statutory accounts within the meaning of section 435(1) and (2) of the Companies Act 2006 nor contain sufficient information to comply with the disclosure requirements of UK adopted international accounting standards, but are derived from those statements.

The consolidated financial statements comprise the financial statements of the Group as at 31 March 2026 and are presented in US Dollars.

The auditor has reported on the underlying accounts from which this information has been drawn and their report is unqualified, did not draw attention to any matters by way of emphasis and did not contain any statements under section 498(2) or (3) of the Companies Act 2006.

The financial statement of Panthera Resources Plc for the year ended 31 March 2026 were authorised for issue by the Board of Directors on 2 September 2026 and the balance sheet was signed on behalf of the Board by Mark Bolton, Managing Director and Chief Executive Officer.

1.03    Basis of Consolidation

The consolidated financial statements comprise Panthera Resources PLC (the "Company") and its subsidiaries for the year ended 31 March 2026.

Panthera Resources PLC was incorporated on 8 September 2017. On 21 December 2017, Panthera Resources PLC acquired the entire share capital of Indo Gold Pty Limited by way of a share for share exchange. The transaction represented a group reconstruction and was accounted for as a reverse acquisition.

A subsidiary is an entity over which the Group has control. Control exists when the Group has power over the investee, exposure or rights to variable returns from its involvement with the investee, and the ability to use its power to affect those returns. Subsidiaries are fully consolidated from the date on which control is obtained and are deconsolidated from the date that control ceases.

The assets, liabilities, income and expenses of subsidiaries are included in the consolidated financial statements on a line‑by‑line basis, with intercompany balances, transactions, and unrealised gains and losses eliminated in full.

Non‑controlling interests represent equity interests in subsidiaries not attributable, directly or indirectly, to the Company and are presented separately within equity. Non‑controlling interests are initially recognised either at fair value or at the non‑controlling interests' proportionate share of the subsidiary's net assets, depending on the nature of the transaction. Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to non‑controlling interests.

The Group holds interests in associates, being entities over which the Group has significant influence but not control. Associates are not consolidated. Investments in associates are accounted for using the equity method. The accounting treatment of investments in subsidiaries and associates is set out in Note 16.

The Group is a party to a joint venture when it has joint control over the relevant activities through a contractual arrangement. Joint control exists when decisions about relevant activities require the unanimous consent of the parties sharing control. Interests in joint ventures are also accounted for using the equity method.

1.04    Foreign Currency Transactions and Balances

Foreign currency transactions are translated into the functional currency of the relevant entity using the exchange rates prevailing at the date of the transaction.

At each reporting date, foreign currency monetary items are retranslated using the exchange rates prevailing at that date. Non-monetary items measured at historical cost continue to be translated using the exchange rates at the date of the transaction. Non-monetary items measured at fair value are translated using the exchange rates at the date on which the fair value was determined.

Exchange differences arising on the settlement of foreign currency transactions and on the retranslation of monetary items are recognised in profit or loss, except where deferred in equity in accordance with IFRS.

Exchange differences on non‑monetary items are recognised in profit or loss, unless the related underlying gains or losses on those items are recognised in other comprehensive income, in which case the exchange differences are also recognised in other comprehensive income.

Foreign Operations

The financial statements of Group entities whose functional currency differs from the Group's presentation currency are translated into the presentation currency as follows:

·     assets and liabilities are translated at the exchange rates prevailing at the reporting date;

·     income and expenses are translated at average exchange rates for the period, unless these do not reasonably approximate the exchange rates prevailing at the dates of the transactions; and

·     equity items are translated at the exchange rates prevailing at the dates of the relevant transactions.

Exchange differences arising on the translation of foreign operations are recognised in other comprehensive income and accumulated in equity within the foreign currency translation reserve.

1.05    Going Concern

The Group incurred a net loss of US$2,662,985 (2024‑25: US$2,390,889) and negative operating and investing cash flows of US$2,439,011 (2024‑25: US$2,099,300) for the year ended 31 March 2026. The Group does not currently generate revenue from operations and remains in the exploration and development phase of its projects.

The Company incurred a net loss of US$2,285,644 (2024‑25: US$2,086,890) and negative operating and investing cash flows of US$2,476,513 (2024‑25: US$2,158,771) for the year ended 31 March 2026.

The Group has undertaken a placing and subscription to raise gross proceeds of approximately £2.69 million (US$3.63 million) at an issue price of 17.5 pence per new ordinary share. A portion of the proceeds from the placing and subscription has been received; with the balance to be paid prior to admission to trading on AIM. Further details relating to the placing and subscription will be contained in a separate announcement released by the Group. The Directors have assessed the Group's and Company's cash flow forecasts and funding requirements for the twelve‑month period from the date of signing these financial statements and, having considered the capital raising process, current forecast cash flows and committed expenditure, and available mitigating actions, the Directors have concluded that the Group and Company will have sufficient financial resources to meet their obligations as they fall due throughout that period.

Costs associated with the Group's ongoing international arbitration proceedings in respect of the Bhukia project are being funded under an arbitration funding facility provided by Litigation Capital Management Limited, through its subsidiary LCM Funding SG Pty Ltd ("LCM"). The funding agreement includes a provision that allows LCM to terminate the arrangement with 15 business days' notice. The Directors have also assessed this provision and consider the likelihood of termination to be low, based on all currently available information.

In the unlikely event that the arbitration funding arrangement were to be terminated, the Group may elect to pause arbitration activities not funded by LCM while alternative funding arrangements are pursued. During such a period, the Group has the ability to fund essential costs using existing cash reserves and to apply mitigations on discretionary expenditure.

Accordingly, the financial statements of the Group and Company have been prepared on a going concern basis and do not include any adjustments that would be required if the Group or Company were unable to continue as a going concern.

1.06    Fair Value Measurement

The Group measures certain assets and liabilities at fair value where required or as permitted in accordance with the applicable IFRS standards. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Where observable market prices are not available, the Group uses valuation techniques that maximise the use of relevant observable inputs and minimise the use of unobservable inputs. The Group prioritises the principal market for valuation purposes, or the most advantageous market if no principal market exists. For non-financial assets, the fair value reflects the highest and best use from a market participant's perspective.

Where fair value cannot be determined using market prices, the Group applies appropriate valuation techniques, which may include discounted cash flow or option pricing models, as disclosed in the following notes:

·      Note 7 Share-Based Payments

·      Note 11 Net Finance Income/(Costs)

·      Note 14 Intangible Assets

·      Note 17 Receivables

·      Note 21 Trade and Other Payables

1.07    Impairment of Assets

At each reporting date, the Group assesses the carrying values of its tangible and intangible assets to determine whether there is any indication that an asset, or a group of assets, may be impaired. Where such an indication exists, or where annual impairment testing is required, the recoverable amount of the asset or cash‑generating unit ("CGU") is estimated.

The recoverable amount is the higher of an asset's or CGU's fair value less costs of disposal and its value in use. Where the carrying value of an asset or CGU exceeds its recoverable amount, an impairment loss is recognised in profit or loss.

Impairment testing is performed annually for goodwill and for other assets where indicators of impairment exist. During the year, the Group assessed the recoverability of its intangible assets, while the Company also reviewed its investments in subsidiaries and associates, and its intercompany receivables, for impairment. Where indicators of impairment were identified, recoverable amounts were assessed and impairment losses recognised as appropriate.

Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the CGU to which the asset belongs. A CGU represents the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows of other assets or groups of assets, in accordance with IAS 36 Impairment of Assets.

For impairment purposes, the Group has identified the following CGUs based on the nature and geographic location of its assets and operations:

·      Bhukia CGU (India);

·      Bassala and Kalaka CGUs (Mali, West Africa); and

·      Bido CGU (Burkina Faso, West Africa).

Each CGU is managed independently and is subject to separate technical, regulatory, and commercial evaluation. While these CGUs are not currently generating operating cash inflows from production activities, assets allocated to these CGUs are assessed for recoverability in accordance with IAS 36, having regard to their current status and expected future economic benefits.

Assets and balances relating to the Group's West African CGUs have historically been assessed as not supporting further capitalisation. Accordingly, exploration‑related expenditure in these areas is expensed as incurred, and related Group assets, together with Parent Company investments in subsidiaries and associates and intercompany receivables, continue to be impaired where recoverability is not supported.

Assets allocated to the Bhukia CGU are assessed separately, as recoverability is driven by the Group's legal rights and compensation mechanisms associated with the Bhukia Project, including the pursuit of international arbitration against the Government of India. The scale of potential recovery under these arrangements is a key consideration in the assessment of recoverability for assets and related balances associated.

The identification of CGUs and the assessment of recoverability involves significant judgement. Further information on the application of the impairment framework, including recoverability assessments for intangible assets, Parent Company investments in subsidiaries and associates, and intercompany receivables, is set out in the relevant notes to the financial statements, including in Note 14 Intangible Assets and Note 17 Receivables.

1.08    Revenue Recognition

The Group does not generate revenue from contracts with customers within the scope of IFRS 15 Revenue from Contracts with Customers. The Group is in the exploration and development phase of its assets and does not sell goods or services to customers.

Income arising from arbitration funding arrangements and finance income are not within the scope of IFRS 15 and are accounted for and disclosed separately (refer to Note 4 Arbitration Cost Recoveries and Arbitration Expenses and Note 11 Net Finance Income/(Costs)).

1.09    Value-Added Tax ("VAT"), Goods and Services Tax ("GST"), and Similar Taxes

Revenues, expenses, assets are recognised net of VAT, GST or similar taxes, except where the 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, including VAT, GST or similar taxes, are presented on a gross basis in the statement of financial position.

1.10    Critical Accounting Judgements and Key Sources of Estimation Uncertainty

The preparation of the financial statements in accordance with UK‑adopted IFRS requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the accompanying disclosures.

Judgements and estimates are based on historical experience and on other factors considered reasonable under the circumstances at the reporting date, including expectations of future events. Actual outcomes may differ from these estimates, and revisions to estimates are recognised prospectively in the period in which the estimate is revised and in any future periods affected.

Critical Accounting Judgements

In applying the Group's accounting policies, management has exercised judgement in certain areas that involve a high degree of complexity or subjectivity, or that could have a material impact on the financial statements. A key judgement is the assessment of whether the Group and Company are able to continue as a going concern. This assessment involves judgement regarding future funding, cash flow forecasts and the ongoing availability of arbitration funding. Further information is set out in Note 1.05 Going Concern.

Key Sources of Estimation Uncertainty

The preparation of the financial statements also requires management to make estimates and assumptions that affect the carrying values of assets and liabilities. The key sources of estimation uncertainty are:

·    the measurement of share‑based payments (refer Note 7b).

·    the assessment of the measurement and recoverability of intangible assets (refer Note 14d)

·    the assessment of the recoverability of the Parent Company's investment in subsidiaries (refer Note 16d); and

·    the assessment of expected credit losses and recoverability of receivables, including intercompany balances (refer Note 17d).

2.       Adoption of New and Revised Standards and Changes in Accounting Policies

2.1       Standards, Interpretations and Amendments Adopted in the Current Year

In the current year, the Group has adopted the following amendments to IFRS Accounting Standards that are relevant to the Group and mandatorily effective for annual periods beginning on or after 1 January 2025:

·    Lack of Exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates), which introduced guidance for determining an exchange rate when a currency is not exchangeable into another currency.

The adoption of the above amendment did not have any material impact on the Group's or Company's financial position, financial performance or cash flows, and did not result in any changes to the Group's accounting policies.

The Group has also considered IFRS Interpretations Committee agenda decisions issued to date and concluded that none give rise to changes in accounting policy or have a material impact on the financial statements.

2.2       Standards and Interpretations Issued But Not Yet Effective

A number of new standards and amendments to standards have been issued by the International Accounting Standards Board that are relevant to the Group but not yet effective for the year ended 31 March 2026, and have not been early adopted by the Group:

Standard / Amendment	Effective for Annual Periods Beginning On or After	Expected Impact
Classification and Measurement of Financial Instruments	1 January 2026	These amendments clarify the timing of recognition and derecognition of financial assets and financial liabilities, including financial liabilities settled using electronic payment systems, and introduce limited additional disclosure requirements. The Group does not expect these amendments to have a material impact on the financial statements.
Annual Improvements to IFRS Accounting Standards - Volume 11	1 January 2026	The amendments include minor clarifications and corrections to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7. The Group does not expect these amendments to have a material impact on the financial statements.
Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)	1 January 2026	These amendments introduce new disclosure requirements relating to supplier finance arrangements. The Group does not expect these amendments to have a material impact on the financial statements.
IFRS 18 Presentation and Disclosure in Financial Statements	1 January 2027	IFRS 18 replaces IAS 1 and introduces new requirements for the presentation of the statement of profit or loss, enhanced principles for aggregation and disaggregation, and disclosures relating to management‑defined performance measures. The Group is assessing the impact of IFRS 18, which is expected to affect presentation and disclosures but is not expected to have a material impact on reported profit or equity.
IFRS 19 Subsidiaries without Public Accountability: Disclosures	1 January 2027	IFRS 19 provides reduced disclosure requirements for eligible subsidiaries. The standard is not expected to apply to the Group's consolidated financial statements.
Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to IFRS 10 and IAS 28)	Effective date deferred indefinitely	These amendments address the accounting for gains or losses arising from transactions between an entity and its associate or joint venture. The effective date has been deferred indefinitely, and the amendments are not expected to have a material impact on the Group's financial statements.

The Group does not plan to early adopt any of the above standards or amendments.

12.     Income Taxes

	Group
Amounts in US$	Year Ended     31 Mar 2026	Year Ended     31 Mar 2025
Current tax expense	-	-
Deferred tax expense	-	-
Tax Expense on Continuing Operations	-	-

12a.   Reconciliation of Income Tax

The tax on the Group's profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the consolidated entities as follows:

	Group
Amounts in US$	Year Ended     31 Mar 2026	Year Ended     31 Mar 2025
Loss before tax from continuing operations	(2,662,985)	(2,390,889)
Tax using weighted average statutory tax rate across the Group's jurisdictions	(585,857)	(525,996)
Tax effect of expenses that are not deductible in determining taxable profit	(6,740)	152,899
Unutilised tax losses carried forward	592,597	373,097
Tax Expense on Continuing Operations	-	-

* Weighted Average Statutory Tax Rate

The weighted average statutory tax rate for the Group for the year ended 31 March 2026 was 22% (2024-25: 22%), based primarily on applicable tax rates in the UK (19%) and Australia (25%).

12b.  Unused Tax Losses

As at 31 March 2026, the Group has unused tax losses, available to carry forward against future taxable profits, for which no deferred tax asset has been recognised in the statement of financial position. These losses are summarised below:

	Group
Amounts in US$	31 Mar 2026	31 Mar 2025
Income tax losses carried forward	10,858,796	7,557,254
Net capital losses carried forward	5,091,151	4,629,171

All amounts have been translated into US dollars at the reporting date exchange rate. None of the losses have expiry dates under current legislation.

No deferred tax asset has been recognised in respect of these losses due to uncertainty regarding the timing and quantum of future taxable profits, and uncertainty as to whether relevant tax compliance and continuity tests will be satisfied at the time the Group becomes able to utilise the losses.

12c.   Material Accounting Policy - 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.

14.     Intangible Assets

	Group
Amounts in US$	31 Mar 2026	31 Mar 2025
Intangible assets recognised on the acquisition of Metal Mining India Private Ltd	1,251,456	1,251,456
Total Intangible Assets	1,251,456	1,251,456

14a.   Background

The Group's intangible assets relate to legal and contractual rights acquired on the acquisition of Metal Mining India Private Limited ("MMI") on 26 October 2021. MMI is an Indian company whose historical activities relate to the Bhukia Project in Rajasthan, India. The Group's interest in the Bhukia Project is held via the Group's Australian subsidiary, Indo Gold Pty Limited ("IGPL"), and its Indian subsidiaries, IGMPL and MMI.

The intangible asset recognised on acquisition represent the carrying value of legal and contractual rights associated with the Bhukia Project, which underpin the Group's ability to pursue compensation and other legal remedies arising from its investment in the Bhukia Project. For impairment purposes, this intangible asset is allocated to the Bhukia cash‑generating unit ("Bhukia CGU").

14b.  Impairment Assessment

At each reporting date, the Directors assess whether there are any indicators that the Group's intangible assets may be impaired. During the year ended 31 March 2026, the Directors undertook an assessment of the potential impairment indicators in respect of the intangible assets allocated to the Bhukia CGU and concluded that no such indicators were identified.

In making this assessment, the Directors noted the following:

·   The Group is pursuing international arbitration against the Government of India 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") in respect of its investment in the Bhukia Project.

·     In August 2023, IGPL secured approximately US$13.6 million in third‑party, non‑recourse litigation funding from LCM Funding SG Pty Ltd, which is being used to prosecute the arbitration claim.

·   Under the Treaty, the Group is entitled to seek fair and equitable compensation, rather than reimbursement of expenditure alone.

·     The Group submitted its statement of claim, as reported by the Company on 19 May 2025, seeking damages of approximately US$1.58 billion.

·     As at 31 March 2026, the arbitration proceedings remain active, funding is in place to progress the claim, and the Directors are not aware of any legal, procedural or funding developments that would undermine the enforceability of the Group's rights or the pursuit of recovery.

Having regard to the status of the arbitration proceedings, the continued availability of litigation funding, and the scale of potential recovery relative to the carrying value of the asset, the Directors have concluded that the carrying amount of the intangible assets remains recoverable. Accordingly, no impairment charge has been recognised in the year ended 31 March 2026 (2024-25: nil).

14c.   Material Accounting Policy - Intangible Assets

Intangible assets acquired on acquisition are initially recognised at fair value, based on independent valuation reports or management estimates using discounted cash flow models. Following initial recognition, intangible assets are carried at cost less accumulated impairment losses.

Intangible assets are not amortised and are tested for impairment when indicators of impairment arise. Recoverability is assessed at the level of the relevant cash‑generating unit, being the smallest identifiable group of assets that generates cash inflows that are largely independent of other assets. The Group's intangible asset relating to the Bhukia Project is assessed within the Bhukia CGU.

14d.  Key Sources of Estimation Uncertainty - Intangible Assets

The recognition and measurement of the Group's intangible asset relating to the Bhukia Project involves significant estimation.

Estimation Uncertainty Relating to Impairment Assessment

The recoverability of the intangible asset depends on the existence, enforceability and potential realisation of the Group's legal rights under the Treaty, as well as the timing and outcome of the related international arbitration proceedings.

The Group continues to pursue international arbitration against the Republic of India under the Treaty in respect of its investment in the Bhukia Project. The Group submitted its statement of claim, as reported by the Company on 19 May 2025, seeking damages of US$1.58 billion, net of Indian taxes. While the outcome of this process is inherently uncertain and may materially affect the Group's recoverability of its intangible balance in the Bhukia Project, and therefore, its financial position, based on the facts and circumstances existing at the reporting date, the Directors concluded that the carrying value of intangible assets remains recoverable and that no impairment is required. Refer to Note 14b above for further information.

This uncertainty does not affect the Group's ability to continue as a going concern (refer to Note 1.05 Going Concern).

19.     Reconciliation of Cash Flows from Operating Activities

	Group
Amounts in US$	Year Ended     31 Mar 2026	Year Ended     31 Mar 2025
Loss for the year before tax	(2,662,985)	(2,390,889)
Adjustments for:
- Carried Interest Adjustment	(58,605)	(55,658)
- Depreciation	1,352	1,709
- Impairment of intangible assets	-	16,896
- Impairment of investment in joint venture	-	1,284
- Impairment of carried interest and other receivables	77,553	1,447
- Share of losses in investments in associates recognised	133,880	167,806
- Share-based payments (shares issued in lieu of cash)	72,052	108,485
- Share-based payments (options)	3,325	145,134
- Net foreign exchange losses	76,072	38,669
Movements in working capital:
- Decrease/(Increase) in receivables	1,405,627	(1,545,859)
- (Decrease)/Increase in trade and other payables	(1,385,627)	1,406,931
- (Decrease)/Increase in provisions	(25,500)	7,190
Net Cash Used in Operating Activities	(2,362,856)	(2,096,855)

32.     Events Subsequent to Reporting Balance Date

The following events have occurred subsequent to the end of the financial year and up to the date of this report:

Arbitration

On 17 July 2026, the Company submitted its reply on the merits (and counter-memorial on any remaining jurisdictional issues) in the ongoing arbitration against the Republic of India, in accordance with the procedural timetable established by the arbitral tribunal.

West Africa

The Group is in the process of renewing its Bassala and Kalaka exploration licences in Mali. The licences are currently in good standing, and discussions with the relevant government authorities are ongoing to secure the necessary extensions and approvals. The Company anticipates a positive outcome for both renewals.

Shares and Options Issued and Exercised

On 1 April 2026, a further 1,000,000 incentive options previously granted to the Managing Director and Chief Executive Officer, Mark Bolton, vested in accordance with the terms of his incentive package. These options are part of 4.5 million options granted on 29 July 2024 under a broader long-term incentive arrangement approved by the Board. Following this vesting, a total of 2,500,000 of these options are vested as at the report date.

On 14 April 2026, the Company issued 158,337 ordinary shares of 1 pence each (nominal value), at an average issue price of 16.973 pence each, to settle 50% of non-executive director fees accrued for the period from 1 October 2025 to 31 March 2026.

Between 15 April 2026 and 6 July 2026, the Company issued 975,378 ordinary shares of 1 pence each (nominal value) pursuant to the exercise of warrants at 5.5 pence each, raising gross proceeds of £53,646 (approximately US$70,979). The exercise received on 6 July 2026 was accepted as valid in accordance with the terms of the warrants, notwithstanding that the expiry date of the warrants was 27 June 2026. Following these exercises, no warrants exercisable at 5.5 pence remained outstanding.

Between 16 June 2026 and 6 July 2026, the Company issued 826,350 ordinary shares of 1 pence each (nominal value) pursuant to the exercise of warrants at 7 pence each, raising gross proceeds of £57,845 (approximately US$76,534).

As at the date of this report, the issued ordinary share capital of Panthera consists of 260,099,816 ordinary shares.

Other

Subsequent to year end, Bengal Minerals Pty Ltd lodged an application for voluntary deregistration following unanimous shareholder consent received during the year and the completion of the required preliminary steps. While the deregistration process has not been completed at the date of this report, the Company expects it to be completed in due course.

Subsequent to year end, the Group has undertaken a placing and subscription to raise gross proceeds of approximately £2.69 million (US$3.63 million) at an issue price of 17.5 pence per new ordinary share. A portion of the proceeds from the placing and subscription has been received; with the balance to be paid prior to admission to trading on AIM. Further details relating to the placing and subscription will be contained in a separate announcement released by the Group.

There were no other significant subsequent events, transactions or items occurring after the year end, of a material and unusual nature likely, in the opinion of the Directors, to affect significantly the operations of the Group and the Company, the results of those operations, or the state of affairs of the Group or Company in future financial periods.

Contacts

Panthera Resources PLC

Mark Bolton (Managing Director)                                                                               [phone]  

                                                                                                       [e-mail]  

Allenby Capital Limited (Nominated Adviser)                                               [phone]

John Depasquale / Vivek Bhardwaj (Corporate Finance)                                               

VSA Capital Limited (Joint Broker)                                                                [phone]

Andrew Monk / Andrew Raca

AlbR Capital Limited (Joint Broker)                                                               [phone]

Colin Rowbury                                                                                                             

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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