THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN
(TOGETHER THIS "ANNOUNCEMENT"), IS RESTRICTED AND IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, 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 RELEASE,
PUBLICATION OR DISTRIBUTION 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.
25 February 2025
Panthera Resources
Plc
("Panthera" or the "Company")
Result of Placing and
Subscription
At 5:04 p.m. on 24 February 2025
Panthera Resources Plc (AIM: PAT) announced a proposed equity
fundraising by way of an accelerated bookbuild (the "Fundraising Announcement"). The Board
of Panthera is pleased to announce that the Bookbuild, which was considerably
oversubscribed, has concluded and that it has conditionally raised
gross proceeds of approximately £2.77 million at the Issue Price of
7 pence through (i) the Placing of 12,560,583 Placing
Shares to new and existing institutional investors and (ii) the
Subscription for 27,044,141 Subscription Shares.
The Issue Price represents a
discount of approximately 15 per cent. to the closing mid-market
price on 24 February 2025 which was 8.25 pence. The new Ordinary
Shares will represent approximately 16.5 per cent. of the Company's
enlarged issued share capital.
The 39,604,724 new Ordinary Shares
are to be issued pursuant to the Company's existing authorities to
issue and allot equity securities on a non-pre-emptive basis,
granted at the general meeting of the Company on 20 November
2024.
Change to director shareholding in the
Company
As a result of the issue of the
Placing Shares and the Subscription Shares, the shareholding of
Michael Higgins, non-executive chairman of the Company, will be
diluted on Admission to approximately 3.97 per cent. (the number of
Ordinary Shares he holds will remain the same at
9,546,664).
Warrants
The Company has agreed to pay the
Bookrunners a commission in connection with the Fundraising. In
addition, the Company has agreed to
issue 2,772,331 unlisted certificated warrants to the
Bookrunners, exercisable at a price of 7 pence on or before two
years from the date of Admission (as defined below) with each
warrant entitling the holder to acquire one new Ordinary Share.
Admission to AIM
Application will be made to the
London Stock Exchange plc for the admission of the Placing Shares
and the Subscription Shares to trading on AIM and it is expected
that Admission will occur at 8.00 a.m. on 12 March 2025 or such
later time and/or date as the Bookrunners and the Company may agree
(being in any event no later than 8.00 a.m. on 26 March
2025).
Total voting rights
Immediately following Admission, the
Company will have 240,493,978 ordinary shares of 1 pence each in
issue, each with one voting right. There are no shares held
in treasury. Therefore this figure may be used by shareholders from
Admission 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 Company under the FCA's
Disclosure Guidance and Transparency Rules.
Unless otherwise defined, definitions contained in this
Announcement have the same meaning as set out in the Fundraising
Announcement.
Enquiries:
Panthera Resources PLC
Mark Bolton (Managing
Director)
+61 411 220 942
contact@pantheraresources.com
Allenby Capital Limited (Nominated Adviser & Joint
Broker)
+44 (0) 20 3328 5656
John Depasquale / Vivek Bhardwaj
(Corporate
Finance)
Guy McDougall / Kelly
Gardiner
VSA
Capital Limited (Joint
Broker)
+44 (0) 20 3005 5000
Andrew Monk / Andrew Raca
Novum Securities Limited (Joint
Broker)
+44 (0) 20 7399 9400
Colin
Rowbury
Subscribe for Regular Updates
Follow the Company on Twitter
at @PantheraPLC
For more information and to
subscribe to updates visit: pantheraresources.com
Notes to Editors:
Panthera Resources PLC (AIM: PAT) 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, Joint Broker and Bookrunner to the Company in
connection with the Placing. 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.
Novum Securities, 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. Novum Securities will not be responsible to
any person other than the Company for providing the protections
afforded to clients of Novum Securities or for providing advice to
any other person in connection with the Placing or any acquisition
of shares in the Company. Novum Securities is not making any
representation or warranty, express or implied, as to the contents
of this Announcement. Novum Securities has not authorised the
contents of, or any part of, this Announcement, and no liability
whatsoever is accepted by Novum Securities 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 Novum Securities 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.
