CEO Incentive Package

Gold exploration and development company Panthera Resources Plc (AIM: PAT), with assets in West Africa and India, announces that the board of directors of Panthera (the "Board") has today agreed to a new incentive package for the Company's CEO, Mark Bolton.

Background

On appointment, Mark Bolton entered an executive service agreement with the Company, which contained, inter alia, certain terms and conditions outlining his entitlements under the Company's executive director incentive arrangements. These incentive arrangements, including a subsequent one-year extension, have since expired.

The Board recognises the importance of aligning the executive directors' long-term interests with that of the Company's shareholders, including through, amongst other ways, the encouragement of increasing long-term shareholder value.

Issue of Options

The Company has agreed to a new incentive arrangement with Mr Bolton comprising the grant of 4.5 million options, subject to certain vesting conditions outlined below, over new ordinary shares of £0.01 each in the capital of the Company (the "Ordinary Shares").

If the conditions outlined below are met, each of the options is exercisable into one new Ordinary Share. The weighted average strike price of approximately £0.15 represents approximately a 100 per cent premium to the closing mid-market price of the Company's Ordinary Shares on 29 July 2024.

The 4.5 million options represent approximately 2.3 per cent of the Company's current issued share capital.

Vesting Conditions

Each tranche of options may be exercised at the applicable Exercise Price (outlined above) and on or after the first date on which any of the following events occurs:

• the applicable Vesting Date to the tranche of options;
• an agreed settlement with the Government of India on the Bhukia Arbitration;
• an award in favour of the Company or one or more subsidiaries of the Company in the Bhukia Arbitration; or
• Announcement of a proposed Sale.

A Sale is defined as:

• following a General Offer, the unconditional acquisition of Control of the Company; or
• a change of Control of the Company arising as a result of any person becoming the beneficial owner of all the shares in the Company

Following today's grant, Mark Bolton will hold in aggregate 4,750,000 options over new Ordinary Shares. This represents 2.4 per cent of the Company's current issued share capital.

Commenting on the Issue of Options, Mike Higgins, Chairman of Panthera said:

"We are delighted to have agreed this new incentive agreement with Mark Bolton. His service to the Company over the past four years has been exemplary, sometimes in difficult market conditions as well as managing the complex, international legal challenge over our Bhukia rights. We trust that his work in this regard will lead to a positive result for the benefit of all shareholders."

Related Party Transaction

The issue of options over new Ordinary Shares to Mark Bolton (the "Issue of Options") is deemed to be a related party transaction pursuant to rule 13 of the AIM Rules for Companies (together the "Transaction"). Accordingly, Catherine Apthorpe, Timothy Hargreaves, Michael Higgins and David Stein (being the directors of the Company not taking part in the Transaction) consider, having consulted with the Company's nominated adviser, Allenby Capital, that the terms of the Transaction are fair and reasonable insofar as the Company's shareholders are concerned.