THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, NEW ZEALAND, SINGAPORE OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA")) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER UK MAR). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

12 November 2024

Panthera Resources Plc

("Panthera" or the "Company")

West African Business and Financing Update

Panthera Resources Plc (AIM: PAT), the gold exploration and development company with assets in India and West Africa, is pleased to announce that it has arranged for the issue of unsecured convertible loan notes to raise approximately US$250,000 (the "Convertible Loan Notes" or the "CLN") and separately, provides an update in relation to the Company's West African gold assets.

The CLN participants are Messrs William Potts and Juan Mahler Llado, sophisticated investors in the AIM market and the natural resources sector. The CLN proceeds contribute to our West African exploration activities and serve as a first step towards a potential broader strategic restructuring of the Company's West African gold business.

Background to the Issue of the CLN

On 17 July 2024, the Company announced amongst other matters that it continues to advance the potential restructuring of its interests in its West African gold assets. The Company's board of directors (the "Board" or the "Directors") continues to explore all available options as to how the Company may maximise value from these assets. This includes but is not limited to exploring the potential separation of its West African gold business to a new corporate vehicle.

Accordingly, related to the CLN, the Company has entered into an exclusivity agreement with the CLN participants (the "Exclusivity Agreement") to progress discussions concerning, inter alia, the terms of any such separation as well as the financing of any such new corporate vehicle.

If the Company proceeds in this manner, it is anticipated that the CLN will be entirely repaid by this new corporate vehicle and not Panthera.  Alternatively, if the CLN are converted pursuant to the terms described below, and prior to the restructuring of its West African gold assets, it is anticipated that the new corporate vehicle will make an additional cash payment of US$250,000 to Panthera.

It is also anticipated that Panthera will hold an equity interest in the new corporate vehicle alongside other new investors, with Panthera's ultimate equity interest still to be determined.

Early-stage nature of discussion regarding West African gold assets

At this stage, save for exclusivity provisions contained in the Exclusivity Agreement, discussions regarding the maximisation of value in relation to the Company's West African gold assets remain at an early stage and are not binding. Therefore, there can be no certainty as to the precise means of implementing any such strategy, including but not limited to whether the Company will separate its West African gold business to a new corporate vehicle as well as the final binding terms and conditions of any such proposal. It is anticipated that such terms and conditions will be determined in forthcoming negotiations. Any such proposal is conditional on the proposal not being deemed a fundamental change of business pursuant to Rule 15 of the AIM Rules for Companies.

Accordingly, the issue of the CLN is not conditional on, inter alia, the Board pursuing any such proposal and if the Company does not pursue and complete any such proposal on or before 31 January 2025, the CLN will be converted in accordance with the terms outlined below and the terms of the Exclusivity Agreement will cease to apply.

The Company will provide further updates as appropriate, including following the Board's assessment of the most appropriate means to maximise value from its West African gold assets.

Convertible Loan Notes

The Convertible Loan Notes are being issued to certain new investors and have a term until 31 January 2025. The Convertible Loan Notes are unsecured and carry simple, non-compounded interest at a rate of 10% per annum.

The Convertible Loan Notes are convertible into new ordinary shares of 1 pence each in the Company ("Ordinary Shares") at the price of 5.5 pence per new Ordinary Share. The Convertible Loan Notes are convertible at the option of the holder from the date of issuance. However, unless otherwise agreed the Convertible Loan Notes will automatically convert into new Ordinary Shares on 31 January 2025, subject to the requirements for an application being made to the London Stock Exchange Plc for admission of the new Ordinary Shares to trading on AIM. Until any such conversion, the Convertible Loan Notes do not give the holder voting rights over Ordinary Shares.

No application has been or will be made to any stock exchange for the listing of, or for permission to deal in, all or any of the Convertible Loan Notes.

The issue of the Convertible Loan Notes is not conditional on the approval of shareholders of the Company and have been issued using existing authorities.

Contacts

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 (Sales & Corporate Broking)                                                       

Novum Securities Limited (Joint Broker)                                                      +44 (0) 20 7399 9400

Colin Rowbury                                                                                                                                                  

Financial Public Relations

Zak Mir                                                                                                                         +44 (0) 786 752 7659

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