Issue of Equity

Panthera Resources PLC

03 September 2026

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (TOGETHER THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR FORWARDING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, TRANSMISSION, RELEASE, DISTRIBUTION OR FORWARDING WOULD BE UNLAWFUL. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY, IN PARTICULAR, PERSONS RECEIVING THIS ANNOUNCEMENT SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE "IMPORTANT NOTICES" SECTION OF THIS ANNOUNCEMENT.

FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN PANTHERA RESOURCES PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

3 September 2026

Panthera Resources Plc

("Panthera" or the "Company")

£2.69 million raised by way of a Placing and Subscription

and

Proposed Director Sale of £0.44 million of existing shares

Gold exploration and development company Panthera Resources Plc (AIM: PAT) is pleased to announce that it has raised approximately £2.69 million (before expenses) by way of a placing and subscription (the "Placing" and the "Subscription" respectively) of a total of 15,362,780 new ordinary shares of 1 pence each in the share capital of the Company ("Ordinary Shares") at a price of 17.5 pence per new Ordinary Share (the "Issue Price").

The Company also announces that Michael Higgins, Non-Executive Chairman of the Company, intends to separately sell 2,500,000 existing Ordinary Shares at the Issue Price (the "Director Sale"). While the proposed Director Sale is expected to partially satisfy unfulfilled demand from certain investors in the oversubscribed Placing and Subscription, the Company will not receive any proceeds from the proposed Director Sale.  The Company understands that the net proceeds receivable by Mr. Higgins pursuant to the proposed Director Sale will be used to meet certain financial obligations relating to significant family healthcare costs. A separate announcement will be made by the Company should the proposed Director Sale proceed.

Highlights
·	Subscription has raised approximately £1.80 million (before expenses) through the issue of 10,288,494 new Ordinary Shares (the "Subscription Shares") at the Issue Price, subject to Admission (as defined below).
·	Placing has raised approximately £0.89 million (before expenses) through the issue of 5,074,286 new Ordinary Shares (the "Placing Shares") at the Issue Price, subject to Admission (as defined below).
·	The net proceeds received from the Placing and the Subscription are intended to be used by the Company for working capital purposes, including general administration expenditure, if necessary, to pursue its international arbitration claim against the Republic of India (the "Arbitration").
·	The Issue Price represents a discount of approximately 16.67 per cent. to the closing mid-market price of 21.00 pence per Ordinary Share on 2 September 2026.
·	VSA Capital Limited ("VSA") and AlbR Capital Limited ("AlbR") acted as joint bookrunners in respect of the Placing (together the "Bookrunners"). Allenby Capital Limited ("Allenby Capital") is acting as Nominated Adviser to the Company.

Details of the Placing and the Subscription

The Placing of 5,074,286 new Ordinary Shares and the Subscription of 10,288,494 new Ordinary Shares at the Issue Price has conditionally raised approximately £2.69 million before expenses for the Company.

The Placing Shares and the Subscription Shares will be issued on a non-pre-emptive basis pursuant to the authorities granted to the Board at the Company's annual general meeting held on 3 October 2025.

When issued, the Placing Shares and the Subscription Shares will represent approximately 5.6 per cent of the enlarged share capital of the Company and will rank pari passu with the existing Ordinary Shares.

The Subscription is subject to terms and conditions agreed between the Company and each of the subscribers for the Subscription Shares and is conditional, inter alia, on Admission (as defined below). The Subscription is conditional, inter alia, upon the completion of the Placing. Neither the Placing nor the Subscription are being underwritten by VSA, AlbR, Allenby Capital or any other person.

Use of Proceeds

The net proceeds from the Placing and the Subscription will strengthen the Company's balance sheet and will be used to cover corporate overheads, legal and advisory costs, general working capital as well as arbitration costs, if necessary.

Proposed Director Sale

Separate to the Placing and the Subscription, Michael Higgins, Non-Executive Chairman of the Company proposes to sell 2,500,000 existing Ordinary Shares at the Issue Price to, inter alia, meet excess demand from the Placing and the Subscription. Should the proposed Director Sale proceed, it is anticipated that Mr. Higgins shareholding will reduce to 7,295,825 Ordinary Shares amounting to approximately 2.65 per cent of the Company's enlarged issued share capital following Admission (as defined below).

Should the proposed Director Sale proceed, it is further anticipated that Mr. Higgins will undertake to the Company that he will not dispose of any Ordinary Shares for a period of at least six months.

The Company will not be a party to the proposed Director Sale and will not receive any proceeds from the proposed Director Sale.

A separate announcement will be made by the Company should the proposed Director Sale proceed.

Mark Bolton, Managing Director of Panthera, commented:

"The Arbitration continues to advance in line with the established timetable, with the Phase One hearing scheduled for December 2026 following the filing of India's Counter-Memorial.  We remain confident in the merits of our claim and the Board is determined that its progress should be secured through to conclusion.  This fundraise strengthens the Company's balance sheet and provides the financial resilience to carry the Arbitration through the Phase One hearing and into the subsequent phase from a position of independence, if needed. It complements the non-recourse facility provided by LCM, which remains in place and is available to the Company and whose continued support we welcome.  Together, these give shareholders confidence that the claim is fully resourced through its key milestones, allowing us to pursue the substantial value at stake with certainty and control."

Admission to AIM and total voting rights

Application has been made to the London Stock Exchange Plc for the 15,362,780 new Ordinary Shares to be admitted to trading on AIM ("Admission"). It is currently expected that Admission will become effective and that dealings in the 15,362,780 new Ordinary Shares will commence on AIM at 8.00 a.m. on or around 9 September 2026.

Following Admission, the Company's issued share capital will comprise 275,462,596 Ordinary Shares. The Company does not hold any Ordinary Shares in treasury. 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 to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

The times and dates set out throughout this Announcement may be adjusted by the Company in which event the Company will make an appropriate announcement to a Regulatory Information Service giving details of any revised times and dates which will also be notified to the London Stock Exchange and, where appropriate, shareholders of the Company. Shareholders of the Company may not receive any further written communication. References to times in this Announcement are to the time in London, UK unless otherwise stated.

Enquiries:

Panthera Resources PLC

Mark Bolton (Managing Director)                                                                                      [phone]

                                                                                                                    [e-mail]

Allenby Capital Limited (Nominated Adviser)                                                        [phone]

John Depasquale / Vivek Bhardwaj                                                                                                                  

VSA Capital Limited (Joint Broker)                                                                            [phone]

Andrew Monk / Andrew Raca

AlbR Capital Limited (Joint Broker)                                                                           [phone]

Colin Rowbury                                                                                                                                                     

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Notes to Editors:

Panthera is a gold exploration and development company focused on creating value through its portfolio of high-potential gold assets in West Africa and India. The Company's primary focus is on advancing the arbitration claim on its Bhukia Gold Project in India, an international claim against the Government of India under the Australia-India Bilateral Investment Treaty (BIT). The Arbitration is being funded through a US$13.6 million financing package provided by LCM.

In West Africa, Panthera has a diversified portfolio of gold projects across Mali and Burkina Faso, including both Panthera-operated and joint-ventured assets with proven resource potential. These projects range from semi-advanced exploration targets to multi-million-ounce gold systems, positioning Panthera as an emerging gold developer in the region.

The Company is led by an experienced management team with a strong track record in gold exploration, project development, and arbitration, ensuring a focused strategy to unlock value across its asset base.

This Announcement should be read in its entirety. Attention is drawn to the section of this Announcement headed 'Important Notices'.

IMPORTANT NOTICES

Notice to Distributors

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This Announcement is not an offer of securities for sale into the United States.  The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained within chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements") and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment").  Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing.  Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, the Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of chapters 9A or 10A respectively of the COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to Placing Shares.  Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended and as this is applied in the United Kingdom ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II and Regulation (EU) No 600/2014 of the European Parliament, as they form part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors who do not need a guaranteed income or capital protection and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").  The Ordinary Shares are not appropriate for a target market of investors whose objectives include no capital loss.  Notwithstanding the Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital projection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.  The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing.  Furthermore, it is noted that, notwithstanding the Target Market Assessment, Allenby Capital, VSA Capital and Novum Securities will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares.  Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.

Forward Looking Statements

This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology.  These forward-looking statements include matters that are not facts. They appear in a number of places throughout this Announcement and include statements regarding the Company's directors' ("Directors") beliefs or current expectations.  By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances.  Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.

Notice to overseas persons

This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.

This Announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa, Japan or any jurisdiction into which the publication or distribution would be unlawful.  This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in the United States, Australia, Canada, the Republic of South Africa, Japan or any jurisdiction in which such offer or solicitation would be unlawful or require preparation of any prospectus or other offer documentation or would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.  Persons into whose possession this Announcement comes are required by the Company to inform themselves about, and to observe, such restrictions.

General

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) or any previous Announcement made by the Company is incorporated into, or forms part of, this announcement.

This Announcement has been issued by, and is the sole responsibility of, the Company. 

Allenby Capital, which is authorised and regulated by the FCA in the United Kingdom, is acting as Nominated Adviser to the Company. Allenby Capital will not be responsible to any person other than the Company for providing the protections afforded to clients of Allenby Capital or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company. Allenby Capital has not authorised the contents of, or any part of, this Announcement, no representation or warranty, express or implied, is made by Allenby Capital in respect of such contents, and no liability whatsoever is accepted by Allenby Capital for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information, save that nothing shall limit the liability of Allenby Capital for its own fraud. Allenby Capital's responsibilities as the Company's Nominated Adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person.

VSA Capital, which is authorised and regulated by the FCA in the United Kingdom, is acting as Joint Broker and Bookrunner to the Company in connection with the Placing. VSA Capital will not be responsible to any person other than the Company for providing the protections afforded to clients of VSA Capital or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company.  VSA Capital is not making any representation or warranty, express or implied, as to the contents of this Announcement. VSA Capital has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by VSA Capital for the accuracy of any information, or opinions contained in this Announcement or for the omission of any material information, save that nothing shall limit the liability of VSA Capital for its own fraud.

AlbR, which is authorised and regulated by the FCA in the United Kingdom, is acting as Joint Broker and Bookrunner to the Company in connection with the Placing.  AlbR will not be responsible to any person other than the Company for providing the protections afforded to clients of AlbR or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company. AlbR is not making any representation or warranty, express or implied, as to the contents of this Announcement. AlbR has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by AlbR for the accuracy of any information, or opinions contained in this Announcement or for the omission of any material information, save that nothing shall limit the liability of AlbR for its own fraud.

No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that the earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

This Announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Placing.  Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement and publicly available information.

The new Ordinary Shares will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

The price and value of securities can go down as well as up. Past performance is not a guide to future performance.

 

END