Issue of Equity

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

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.

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.

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.