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.

Notice to Distributors

UK Product Governance Requirements

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.

Notice to overseas persons

General

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

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.