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ANNUAL REPORT AND
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

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1
CONTENTS
STRATEGY AND PERFORMANCE
2
Chairman’s Statement
4
Strategic Report
GOVERNANCE
51
Corporate Governance Statement
60
Compliance with the QCA Code of Practice
64
Directors’ Report
66
Statement of Directors’ Responsibilities
68
Directors’ Remuneration Report
INDEPENDENT AUDITOR’S REPORT
76
Independent Auditor’s Report
FINANCIAL STATEMENTS
82
Consolidated Statement of Comprehensive Income
83
Consolidated Statement of Financial Position
84
Consolidated Statement of Cash Flows
85
Consolidated Statement of Changes in Equity
86
Notes to the Financial Statements
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ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
I am pleased to present the Chairman’s Statement
for Panther Metals PLC for the year ended
31 December 2025, a period that has been
marked by significant strategic developments and
continued progress in our operational activities.
Strategic Developments
Winston Tailings Project Advancement
On 17 June 2025, we announced two option
and purchase agreements covering the historic
Winston Lake Mine, the high-grade, advanced
stage, polymetallic zinc, copper and precious
metal property in Ontario, Canada.
The Winston Tailings Project which is covered by an
option agreement with First Quantum Minerals Ltd
(“First Quantum”), the Canada based global top-10
copper mining company, represents a significant step
forward in expanding our Canadian portfolio and offers
the potential of early cashflow from the historical mine
tailings which we have shown to contain significant
quantities of gold, gallium, indium and base metals.
The Winston Project acquisition agreement with
First Quantum is particularly significant as it provides
Panther with access to a potential near-term production
opportunity with existing infrastructure including power
lines, plant site, and underground development.
Subject to the necessary studies, the historical tailings
reprocessing opportunity at Winston provides the
potential for early cash flow while the underground
resource expansion and mining proposition is
advanced. Success at Winston should see a step-
change in the Company as our asset base is rerated.
We closed the year with contracts in place for an
extensive grid sampling and Mineral Resource
estimation programme, which is generating
highly encouraging results at the time of writing,
and will feed into the ongoing Recovery of
Minerals Permit application process.
To strengthen our expertise in this area, we appointed
Mr Kerem Usenmez to the Company’s Advisory
Board. Kerem brings over 25 years of mining industry
experience across all stages from exploration through
to mine development, providing invaluable knowledge
specifically related to the Winston Project. Julien
Bosche also joined the Advisory Board, bringing over
16 years of mining investment related experience,
including merger and acquisition strategy, transaction
execution and deal origination. His expertise will be
invaluable as we transition Panther up the value curve.
CHAIRMAN’S STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
Operational Activities
Obonga and Dotted Lake
Throughout the period, we have maintained our
focus on our highly prospective Obonga and Dotted
Lake exploration projects which, like Winston, offer
exciting base metal and critical mineral potential
with capacity for project scalability. Our approach
continues to emphasise the rapid assessment of drill
targets utilising advanced technologies and extensive
geological data to determine commercial viability.
We were pleased to extend the Obonga Project
purchase agreement for a further year with Broken
Rock Resources in April 2025 and undertook a
high-resolution magnetic geophysics survey of
the Wishbone Prospect during May. This was
followed by subsequent data processing and three-
dimensional inversion modelling to inform the drill hole
parameters for the planned Wishbone diamond drilling
programme which will build out the volcanic massive
sulphide (“VMS”) discovery as the next step towards
establishing a maiden Mineral Resource estimate
at Obonga, which hosts multiple VMS discoveries
and platinum group element (“PGE”) potential.
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3
CHAIRMAN’S STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
At Dotted Lake, as reported in the 2024 Annual
Report, the last quarter of the 2024 reporting year
saw significant developments following the award of
the Exploration Permit in July 2024, and as Panther
focussed on the critical mineral potential offered by
the ultramafic intrusive system on the northern limb of
the Schreiber-Helmo Greenstone Belt. The processed
results of the additional soil sampling programme
which became available in March 2025, supported
by the Ontario Junior Exploration Program (“OJEP”),
extended high-resolution soil survey coverage to 5.5km
strike length over high priority targets and delineating
highly anomalous, regionally significant, nickel and
cobalt anomalies coincident with ultramafic intrusive
targets along the eastern north shore of Dotted Lake.
The five hole (1,558m), Phase 1 Diamond Drilling
Programme assay results, reported between 30
December 2024 to 25 March 2025, successfully
defined the extensive ultramafic body, modelled from
Panther’s airborne geophysics data, as a mineralised
magnesium-rich serpentinite carrying the platinum
group elements, platinum (Pt) and palladium (Pd),
as well as nickel (Ni), chromium (Cr) and silver (Ag).
The drilling confirmed the intrusive displays distinct
ultramafic layering pointing to the Dotted Lake project
being part of a Fertile Mineral System. Post year-
end Panther commissioned metallurgical testwork
to evaluate opportunities to recover magnesium
from serpentine and is particularly interested in
alternative extraction technologies capable of
improving upon conventional leaching recoveries.
Panther continues to nurture our important
relationships with First Nation stakeholders, local
community and governmental relations, to maintain the
Company’s standing as an active explorer dedicated
to make a positive impact for all concerned.
In corporate activities, Panther raised £455,000 in the
period through a placing in February 2025, £80,000
in warrant conversions in June 2025 and a further
placing and WRAP offer in October 2025 raising
£655,570. During the year the Company capitalised
its remaining debt and sold its remaining investment
in Fulcrum Metals PLC, streamlining its balance sheet
ready for the next stage of its corporate development.
Demonstrating strong confidence in the Company’s
future prospects, both myself and Chief Executive
Officer Darren Hazelwood, undertook a direct
share subscription with the Company totalling
£132,000 at the market mid-price of 69p, reinforcing
management’s alignment with shareholder interests.
Post year-end, the Winston Tailings Project vibracore
sampling results continue to deliver consistently strong
assay results boding well for the follow-on metallurgical
testwork and resource studies, whilst the prospectus
for the planned Canadian listing has undergone the
first-review by the Ontario Securities Commission and
is now being updated with the year-end accounts
contained herein. The Company raised £1,190,000
(before expenses) in February 2026 in a placing
which was significantly oversubscribed and subject
to scale back with backing from new and existing
institutional investors and existing shareholders.
The Board is focussed on continuing to execute
our strategy and to strengthen our position as
we advance three distinct opportunities which
each benefit from Ontario’s established mining
jurisdiction with good infrastructure access,
proximity to Thunder Bay, and qualification for
Canadian critical minerals support programmes.
•
Winston: Near-development stage with existing
infrastructure and feasibility study.
•
Obonga: Early-stage exploration with multiple VMS
dicoveries and PGE potential.
•
Dotted Lake: Advanced exploration confirming
widespread base metal and gold mineralisation
The Winston project provides huge potential for Panther
with access to near-term production opportunity
with existing infrastructure including power lines,
plant site, and underground development, whilst
the Dotted Lake and Obonga projects have been
advanced beyond generative exploration to delineate
multiple drill ready discovery and resource targets.
The Board and I are extremely pleased with the
strategic and operational developments during
2025 to date, and I would like to thank everyone
involved for their hard work and dedication.
Nicholas O’Reilly
Executive Chairman
17 April 2026
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ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
Overview of the Business
Panther Metals PLC is a London Main
Market listed exploration company focused
on mineral projects in Canada.
Company Purpose
The Company’s purpose is to contribute towards
the supply of metal and critical minerals through
responsibly pursuing high-impact mineral exploration
for both primary deposits and mine tailings in Canada.
With the objective of delivering sustainable future
production while protecting the environment, supporting
people, and safeguarding shareholder value.
Business Strategy
The Company is focused on the discovery of
commercially viable scalable mineral deposits and
tailings reprocessing opportunities, targeting established
mining jurisdictions. Project viability is demonstrated
through industry standard best practices, utilising a
combination of advanced technologies and extensive
geological data to prove up compliant Mineral
Reserves and Resources. The commercial realities
of building an exploration company requires expertise
in geology, finance, and the markets within which
the Company operates. Our extensive network of
industry leaders allows us to meet these objectives.
Panther’s main near-term objectives are to
create significant value for shareholders by:
•
Expanding market visibility through
a listing on the Canadian Securities
Exchange in the first half of 2026;
•
Monetising the Winston Tailings Project; and
•
Reinvesting tailings cashflow into a portfolio
of high-impact, high-return projects.
Results
The loss at Group level for this year after taxation was
£1,343,063 (2024: restated loss £1,954,885).
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
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5
Thunder
Bay
Ontario
Minnesota
PANTHER METALS
OBONGA
EXPLORATION
Lake
Nipigon
Lac Des Iles Mine
Sturgeon Lake
VMS Camp
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
Total Area 291 km
2
Prospective for Base Metals
Copper, Zinc, Lead, Nickel
Precious Metals
Gold, Silver and
Platinum Group Metals
Energy Minerals
Lithium and Graphite
potential
Significant
Neighbours
Mattabi Mine (Glencore) and
Sturgeon Lake VMS Camp
to west, Lac des Iles Mine
(Impala Canada) to south.
Potential Canada’s Next
Mining District
Obonga Project Background
The Obonga Project is Panther’s flagship
project, which has advanced from a greenfield
regional data-based target area, through proof
of concept to drilling success and base metal
VMS and graphite discoveries. The project
covers 90% (291 km
2
) of the district scale
Obonga Greenstone Belt in northwest Ontario.
Panther has achieved significant milestones through
successful drilling campaigns at Obonga’s Wishbone
prospect, revealing a substantial Volcanogenic
Massive Sulphide system. The Wishbone discovery,
a first of its kind on the Obonga Greenstone
Belt, is characterised by impressive drill hole
intercepts, including 27.3m of massive sulphide
and 51m of sulphide-dominated mineralisation.
Further drilling in late 2022 reaffirmed the potential,
with intersections such as 3.6m @ 3.9% Zn,
including 2m @ 6.8% Zn & 4.3 g/t Ag, indicating
proximity to metal-fertile fluid flow. The discovery of
the Wishbone VMS system is pivotal, boding well
for the existence of additional VMS bodies in the
vicinity, given their tendency to occur in clusters.
The Survey and Awkward targets have also benefitted
from preliminary drilling, confirming VMS style
mineralisation at Survey with a 29m wide intercept of
cyclical semi-massive and disseminated sulphide, with
graphite discovered at Awkward. This, coupled with the
Wishbone discovery, solidifies the Obonga Greenstone
Belt’s status as a new emerging VMS Camp.
The Obonga Greenstone Belt, with its emerging
VMS Camp status, is strategically positioned close
to national railroad transport links and the industrial
port city of Thunder Bay. Moreover, it is approximately
75km east of the former Mattabi/Sturgeon Lake Mining
Camp on the Wabigoon Greenstone Belt, underlining
its advantageous geological and logistical position.
The presence of significant gold occurrences,
base metals, and promising exploration results
in the Obonga Greenstone Belt contribute to its
appeal as a potential mining district. This strategic
positioning makes it an attractive prospect for
future resource development and exploration.
Review of the Business and Operations
Mineral Exploration in Ontario, Canada
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ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
On 3 April 2025 Panther announced an Amending
Agreement to the 2021 purchase agreement (announced
2 August 2021) to allow for an additional year to meet
the exploration commitment at Obonga which has
advanced from a greenfield regional data based target
area, through proof of concept to drilling success
with two base metal volcanogenic massive sulphide
(“VMS”) discoveries, at Wishbone and Survey Lake
targets and a graphite discovery in the Awkward area.
The Awkward magmatic feeder conduit target at Obonga
is focused on a nickel-copper-platinum-palladium
discovery, the significant pathfinders in the Awkward
area continue to gain traction within the industry.
Under the Amending Agreement with Broken Rock
Resources Limited the exploration commitment of 8,000
metres of drilling is now spread over five years; whilst
the original net smelter return royalty is replaced with a
gross revenue royalty equal to 1.5% of the gross value of
the sale proceeds actually received by the royalty payor
from activity carried out on the Property. In connection
with the signing of the Amending Agreement Panther
issued 42,070 new ordinary shares (the “Consideration
Shares”) with a value of Canadian $30,000 to Broken
Rock (based on the mid-market closing price of
Panther’s ordinary shares on 27 March 2025 and an
exchange rate of CAD$1.85 to £1.00. The Consideration
Shares rank pari passu in all respects with the existing
Ordinary Shares in the share capital of the Company.
On 21 May 2025 Panther announced Pioneer
Exploration Consultants Ltd (“Pioneer”) were mobilising
to conduct a high-resolution drone unmanned aerial
vehicle (“UAV”) based airborne magnetic geophysics
survey (“Magnetics Survey”) over the Wishbone
Prospect and that the resulting processed data and
three dimensional (“3D”) inversion model would provide
important supplementary data for a significant drill
programme on this highly prospective VMS system.
The Magnetics Survey was flown over the period 23 –
25 May 2025, with the parameters as outlined in Table
1 and in Figure 1. The use of a UAV for the Magnetics
Survey resulted in a high-quality, high-resolution data
product. The increased flight line density and lower
flight elevation possible with the use of a UAV platform
results in superior resolution data products when
compared to conventional airborne magnetic data.
Using an auto controlled UAV platform also allows for
minimal deviation from pre-planned flight lines and
greatly reduces the impact of human error during data
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
acquisition. Pioneer were very pleased with the results
from the survey and confirmed that the level of error
and noise in the dataset falls below the threshold,
which is set based on the Geological Survey of Canada
guidelines for airborne magnetometer survey data.
The deliverables of the high-resolution magnetics surveys
and their data products, including six processed data
products and associated maps (Figure 2) as well as the
3D inversion model (Figure 3) helped to refine planned
drill hole orientations to target high grade base metal
zones at depth, as well as providing inputs and informing
the mineral system modelling for the Wishbone Prospect.
The Wishbone VMS system is covered by Exploration
Permit PR-24-000022 which is valid through 20 June
2027 (Figure 4). This permit authorises a comprehensive
exploration programme, including up to 39 diamond core
drill holes and down-hole electromagnetic geophysics.
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ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
Figure 1: Wishbone Magnetics Survey Area with 25m Spaced E-W Flight lines and 250m Spaced N-S Tie Lines
Table 1: Wishbone Prospect UAV Magnetic Survey Details
UAV Magnetics
Survey Rational
Survey Equipment Survey Size
Flight Line
Azimuth
(degrees)
Survey Data Products
Targeting VMS style
base metal mineralisation
at depth.
3D Inversion modelling
will facilitate drill hole
orientation planning
to target the expected
high base metal grade
parts of the targeted
VMS systems.
Unmanned Airborne
magnetometer survey
system incorporating:
Base station
magnetometer
GSM-19W Overhauser
Airborne magnetometer
Gem Systems
GSMP-35U potassium
vapor magnetometer
& ancillary electronics.
25m line & 250m
tie line spacing
Total line kilometres:
190.11 km
090°
· Final Total Magnetic
Intensity
· First Vertical derivative
· Second Vertical
Derivative
· Horizontal Derivative
· Analytic Signal
· Tilt Derivative
· 3D Inversion Models
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ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
Figure 2: Wishbone First Vertical
Derivative Magnetics Survey Map
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
Figure 3: Oblique View of the 3D
Wishbone Magnetic Inversion
Model That Will Inform the Next
Round of Drilling
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ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
Figure 4: Wishbone Exploration Permit Planned Drill Pads and Access
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
On 29 July 2025, Panther announced the assay results
from the resampling of historical drill core into the northern
side of the Awkward Target (“Awkward”) at the Obonga
Project. The assay of drill core samples from two holes
drilled in 2013 has yielded previously un-assayed Platinum
Group Element (“PGE”), Nickel (Ni) and Copper (Cu) results
which are deemed highly encouraging for the existence
of the targeted mineral system with individual results up to
1.07% Ni, 0.14 g/t Platinum (Pt), 0.11 g/t Palladium
(Pd), 2.18 g/t Silver (Ag) and 0.42% Cu (Table 2).
Awkward is a PGE, Ni and Cu magmatic sulphide
prospective conduit and layered mafic intrusive target.
The target comprises a highly anomalous geophysical
target comprising a coincident magnetic remnant low and
electromagnetic conductor. Historical surface sampling
in the target area returned anomalous palladium (Pd)
and platinum (Pt) up to a reported 1.23 g/t Pd+Pt and
historical drilling on the periphery of the target intersected
un-assayed massive and disseminated sulphide and
chalcopyrite in course gabbro and ‘marble cake’ textured
gabbro which matches the description of the varitexture
gabbro ore zone within Impala’s Lac des Iles Platinum
Mine located due south of Obonga.
As part of the ongoing assessment of the Awkward
Target Panther sourced and acquired the historical drill
core from three drill holes (PL-13-01, PL-13-02 and
PL-13-03) drilled by Navigator Minerals during 2013 for
further investigation and reanalysis.
The drill core was re-examined and re-assayed in
conjunction with specialists from the Ontario Geological
Survey (“OGS”) Resident Geologist Programme, who
visited Awkward in November 2024, and whose field
visit is covered in the OGS Open File Report 6417
(2025). The rationale for resampling the core was
that Navigator Minerals did not assay for PGE in their
2013 programme despite the Awkward intrusion
bearing many characteristics (size, age, rock types,
mineralisation, interpreted conduit) that make it
favourable for PGE exploration.
Specifically, the Awkward intrusion shares many of these
characteristics with the intrusion that hosts Impala’s 3
Moz Lac des Iles PGE mine located 85 km to the south.
The drill core includes two types of rock that are very
prospective for this mineralisation, both of which have
never been seen at surface at Awkward and never
analysed for PGEs:
1) Varitextured, “marble cake” gabbro that bears a visual
similarity to one of the main ore-hosting horizons at
the Lac des Iles mine, and
2) Massive sulphide rip-up clasts that may represent
remobilisation from a magma conduit or other massive
sulphide horizon within the intrusion.
Twenty drill core samples were selected for submittal to
sample preparation at the OGS laboratory in Sudbury
and for subsequent assay at accredited ALS Laboratories
(by ALS methods PGM-ICP23 and ME-MS61r).
The samples represent intersections from drill holes PL-
13-01 and PL-13-03, with selected assay results set out
in Table 2.
The assay results are deemed highly encouraging for
the presence of potentially economic concentrations of
nickel and platinum group elements in a layered intrusive
and feeder conduit. Moreover, the Company has noted
similarities with the Mount Keith Deposit Type. The
Mount Keith mine owned by BHP in Western Australia
is the world’s largest low grade, economically mined,
disseminated nickel sulphide deposit with a grade of
around 0.57% Ni.
A review of historical information relating to the Awkward
area notes that Newmont identified the potential for
around 1 billion tonnes at between 0.19-0.2% Ni in the
area in 1967. Whilst the Company has yet to locate the
supporting technical evidence, this observation supports
the potential for Mount Keith comparables.
Previous geophysical modelling undertaken by Panther
interpreted the course of the magmatic feeder conduit
based on Maxwell Plate Modelling of the regional
electromagnetic (‘EM’) geophysical data. The modelling
established 20 conductive plates which outline four
distinct conductive lineations or ‘Trends’ which are
interpreted to relate to sulphide bearing magmatic
conduits and graphite.
Panther’s 2022 diamond drilling programme tested
three of the 20 conductive plates (three holes totalling
243m drilled) with hole BBR22_AW-P1-1 intersecting
27.2 m @ 2.25 % Total Graphitic Carbon (‘TGC’) from
12m downhole in ‘Trend 3’. Whilst this drilling did not
intersect the targeted massive sulphide bearing pipe, it
was deemed very positive as the graphite is interpreted
to have resulted from the high heat flow associated with
a proximal magmatic conduit. The remainder of the
conductive plates are as yet untested and Panther is
currently designing follow-up work at Awkward which will
be outlined in due course.
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
Table 2: Summary of Drill Core Assay Results
Hole ID Sample ID From
(m)
To
(m)
Interval
(m)
Ni
(%)
Pt
(g/t)
Pd
(g/t)
Ag
(g/t)
Cu
(ppm)
PL-13-01 25-NMPL-001 34.55 35.25 0.7 0.05 0.01 0.01 0.27 285
PL-13-01 25-NMPL-002 49.20 50.00 0.8 0.01 0.00 0.02 7
PL-13-01 25-NMPL-003 63.65 64.40 0.75 0.11 0.02 0.04 0.32 599
PL-13-01 25-NMPL-004 158.00 159.50 1.5 0.16 0.04 0.04 0.74 1,180
PL-13-01 25-NMPL-005 159.50 161.00 1.5 0.21 0.03 0.05 1.21 1,420
PL-13-01 25-NMPL-006 161.00 162.50 1.5 0.41 0.14 0.11 1.67 2,520
PL-13-01 25-NMPL-007 162.50 164.00 1.5 0.39 0.09 0.11 1.72 2,690
PL-13-01 25-NMPL-008 164.00 165.50 1.5 0.21 0.05 0.06 1.05 1,435
PL-13-03 25-NMPL-009 57.10 57.70 0.6 0.08 0.01 0.01 1.09 1,250
PL-13-03 25-NMPL-010 171.40 171.85 0.45 0.89 0.02 1.71 3,550
PL-13-03 25-NMPL-011 173.65 174.50 0.85 1.07 0.01 0.04 1.28 2,290
PL-13-03 25-NMPL-012 213.00 213.35 0.35 0.13 0.00 0.45 809
PL-13-03 25-NMPL-013 233.00 233.35 0.35 0.81 0.02 0.42 337
PL-13-03 25-NMPL-014 246.40 247.40 1 0.84 0.04 1.33 723
PL-13-03 25-NMPL-015 247.40 248.25 0.85 0.41 0.01 0.01 2.18 4,200
PL-13-03 25-NMPL-016 255.00 256.50 1.5 0.18 0.01 0.01 0.81 1,255
PL-13-03 25-NMPL-017 288.00 289.25 1.25 0.21 0.02 1.13 2,020
PL-13-03 25-NMPL-018 289.25 290.50 1.25 0.18 0.01 0.97 1,640
PL-13-03 25-NMPL-019 290.50 291.75 1.25 0.29 0.01 0.01 0.74 1,400
PL-13-03 25-NMPL-020 291.75 293.00 1.25 0.23 0.01 0.02 1.03 1,520
(Drill hole locations: PL-13-01 UTM16N 312165E 5536265N, PL-13-03: UTM16N 312348E 5537443N)
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Figure 5: Plan view of modelled Wishbone VMS
Target showing magnetic inversion model,
geological contacts and location of Panther
diamond drillholes (based on magnetic inversion
model shells).
Notes: Scale bar and north arrow in bottom left corner
of figure. Coordinates stated in UTM Zone 16N NAD
83 datum. Image highlights the size of the modelled
magnetic body at depth. Dark blue dots signify permitted
drill pad locations. The figure is overlain by a semi-
transparent surface rendering of the topographical map,
from which the trace of the Wishbone Lake can be
discerned (light blue). The green block model below the
topography reflects the greenstone volcanic geology,
the beige block model to the north is granitoid. The
granitoid/volcanic contacts are interpreted to be faulted.
A series of three concave fault/contacts are currently
interpreted to dissect the magnetic inversion model. The
down-hole traces of Panther’s 2021 and 2022 drilling are
shown in plan view. The working model is dynamic and
will be updated as the 2026 work programme develops.
Post year end on 15 January 2026 the Company
announced the signing of a three year term purchase
option agreement (the "Purchase Option") over three
multicell mining claims (the "Properties" or "Claims")
which comprise the Otter Gold, Z2 Gold and Wig
properties. The Purchase Option signed with Mrs Karen
Siltamaki is a partial replacement for the purchase option
agreement announced 22 November 2021 signed with
her late spouse Mr Aki Siltamaki and secures Panther
options over the Properties through to January 2029.
On 27 February 2026 the Company provided an
update for the Wishbone Prospect stating that following
the completion of the 2025 high resolution drone based
airborne magnetic geophysics survey at the Wishbone
Prospect, the geophysical data has been subjected to
combined three-dimensional inversion and geological
modelling with a view to refining the parameters of
the permitted drill holes ahead of a diamond drilling
programme (see Figures 5, 6 and 7). The work being
planned is covered by Exploration Permit PR-24-000022,
which is valid through to 20 June 2027. This permit
authorises a comprehensive exploration programme,
including up to 39 diamond core drill holes and
down-hole electromagnetic geophysics.
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FOR THE YEAR ENDED 31 DECEMBER 2025
Figure 6: Series of oblique three-dimensional views of modelled of modelled Wishbone VMS Target
showing location of Panther diamond drillholes (based on magnetic inversion model shells).
Notes: Image highlights the size of the modelled magnetic body at depth. Blue dots signify permitted drill pads. For
relative scale and description of other features please see the notes below Figure 1.
Looking south (180° / 45°) Looking north (000° / 45°)
Looking north-westerly (340° / 45°)Looking north-easterly (060° / 45°)
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Figure 7: First Vertical Derivative Magnetic Survey Map data from the 2025 Wishbone Survey.
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
Notes: The first vertical
derivative map enhances
shallow, near-surface
geological features by
calculating the rate of
change of the magnetic
field in the vertical
direction. This acts
as a high-pass filter
to sharpen anomaly
edges, reduce regional
background noise and
better resolve closely
spaced magnetic bodies.
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FOR THE YEAR ENDED 31 DECEMBER 2025
Total Area 36.9 km
2
Prospective for Base Metals
Nickel, Cobalt, Copper, Zinc
Precious Metals
Gold, Silver and Platinum Group Metals
Significant
Neighbours
Barrick Gold (Hemlo Mine) to south,
GT Resources (TSXV: GT)
(Glencore 16.7% stake) to east.
The Dotted Lake Project encompasses
a substantial 36.9 km² (Figure 8) within
the North Limb of the Schreiber-Hemlo
Greenstone Belt, situated 16 km north
of the Hemlo Mining Corp. Hemlo
Gold Mine (ex. Barrick) which has
produced over 22 Moz of gold over
30 years to date and 9 km from GT
Resources recent discovery at West
Pickle Lake on their Tyko One Belt. The
area is considered very prospective for
ultramafic intrusive related nickel and
base metal mineralisation as well as gold.
Panther acquired 100% of the Dotted Lake
Project in July 2020. An airborne magnetic
and electromagnetic geophysical survey
was flown in December 2020 followed by
an extensive soil programmes conducted in
2021 and 2024 which identified numerous
gold and base metal targets, all within
the same geological footprint as Hemlo.
Following the reopening of a historical
trail providing direct access to the target
location, a diamond core hole drilled in
the autumn of 2021 intersected highly
gold mineralisation over nine separate
intervals within this system with anomalous
gold continuing along strike and present
within the surrounding area. Dotted Lake
sits upon 2.7-billion-year-old, Archaean
age, rocks that form the north-eastern
‘Dotted Lake Arm’ of the Schreiber-Hemlo
Greenstone Belt. Geology consists
sequences of foliated, fine grained, dark
green, amphibole rich metavolcanic rocks
situated within an east-northeast trending
isoclinal syncline. The metavolcanics have
been intruded by granitoid rocks of the
Dotted Lake Batholith in the southeast
of the property whilst in the northeast an
ultramafic intrusive complex flanks the two.
Dotted Lake Project Background:
Critical Mineral Potential
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The ‘Phase 1 Diamond Drilling Programme’ was
conducted in 2024, the five drill holes, totalling
1,559m drilled, were undertaken utilising a single sled
mounted diamond wire line NQ2 diameter core drilling
rig operated by Platinum Diamond Drilling Inc. The
drilling rig was operated on a double shift basis over
the course of 25 days between 1 – 25 November
2024. Technical details of the five holes drilled, totalling
1,559m drilled, are summarised in Table 3. Daily drilling
rates varied due to weather related access delays and
technical challenges. In addition to the drilling Platinum
also cut the drill pads and pad access trails in advance
of the drilling. Exceptionally mild conditions combined
with heavy rain meant ground conditions were very
wet and access was challenging due to the build-up
of mud. Upon completion each drill hole was surveyed
using a REFLEX GYRO SPRINT-IQ™ multi-shot north-
seeking survey tool. Geological logging and sampling
was conducted by Bayside Geoscience in Thunder Bay
(Figure 9).
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
Figure 8: Location of the Dotted Lake Project, East of Thunder Bay, Ontario, Canada
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Table 3: Dotted Lake Phase 1 Diamond Drilling Programme Hole Summary
Drillhole ID Easting Northing Elevation Azimuth Dip Hole
Depth
Start Finish
DL24-001 589,455 5,416,139
397
330 45 330 01/11/2024 04/11/2024
DL24-002 590,435 5,416,233
387
154 55 328 04/11/2024 08/11/2024
DL24-003 590,102 5,416,175 383 160 54 330 09/11/2024 11/11/2024
DL24-004 592,745 5,416,939
391
160 45 248 18/11/2024 22/11/2024
DL24-005 592,347 5,417,309
408
180 45 326 23/11/2024 25/11/2024
(Note: Coordinate projection stated as UTM Zone 16N NAD 83. All depths measured down-hole in metres.)
The 2024 Phase 1 Diamond Drilling Programme confirmed widespread mineralisation across multiple targets:
Nickel, Chromium, PGE Over 214 m of open-ended nickel-bearing ultramafic intrusive intersected in hole
DL24-002, with 129m intersected in DL24-003 and 94m intersected in DL24-004.
Grades up to 0.25% Ni highlighting the scale and
consistency of the intrusive system.
Ultramafic layering confirmed by cyclical 5m wide banding of elevated
chromite grading up to 6.65 %, 0.1 g/t Platinum & 0.24 g/t Palladium.
Zinc DL24-001 intersected wide predominantly seafloor volcano-sedimentary derived
packages prospective for hosting VMS mineralisation, with
•
5.5m @ 1.21 % Zn from 155.3m, including
•
2.7m @ 2.42% Zn from 155.3m and
•
1.0m @ 3.8% Zn from 155.3m
Gold PM21-DL-001: nine separate gold intervals grading up to 2.57g/t Au (2021 drill hole)
DL24-001: three separate gold intervals grading up to 1.55 g/t Au
DL24-005: three anomalous intervals grading up to 1.63 g/t Au
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
Figure 9: Detailed Core Logging, Core Cutting and Sample Selection was undertaken from Bayside
Geoscience Core Processing Facility in Thunder Bay
On 13 March 2025 the Company announced the
results of the autumn 2024 soil geochemical sampling
programme (the “Soil Survey”) at the Dotted Lake
Project. The 1,044 soil assays collected over four grids
had extended high-resolution soil survey coverage to
5.5km strike length over high priority targets on the
north shore of Dotted Lake (Figure 10). The 1,044 soil
samples, including 52 field duplicates, were collected
at 25m sample spacing on 100m or 50m spaced grid
lines. Sample analysis for a suite of 53 elements was
undertaken by ALS Laboratories (Vancouver) using the
ME-MS41L Multi-Element Super Trace method which is
considered ideal for exploration in soils or sediments.
The soil assays returned standout multi-element critical
mineral geochemical anomalies closely linked and
coincident with geophysical anomalies and the recent
Phase 1 Diamond Drilling target areas.
Highly anomalous soil assays ranged up to 1,665 ppm
copper, 480 ppm nickel, 62 ppm cobalt, 190 ppm zinc,
0.99 ppm silver and 377 ppb gold (Table 4).
The results delineated multiple new target areas around
Lampson Lake where lake sediment samples returned
highly anomalous readings of over 985 ppm Cu, 130
ppm Zn, 29 ppm Ni, 19 ppm Co and 0.28 g/t Ag.
The results also showed highly anomalous, regionally
significant, nickel and cobalt anomalies coincident with
ultramafic intrusive targets along the eastern north shore
of Dotted Lake.
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FOR THE YEAR ENDED 31 DECEMBER 2025
Table 4: Highest Three Soil Assay Results for Selected Elements
Selected Element Lower Limit of
Detection
1st Highest 2nd Highest 3rd Highest
Copper (Cu) 0.01 ppm 1,665 ppm 1,030 ppm 1,005 ppm
Nickel (Ni) 0.04 ppm 480 ppm 456 ppm 394 ppm
Cobalt (Co) 0.001 ppm 62 ppm 61 ppm 49 ppm
Zinc (Zn) 0.1 ppm 190 ppm 157 ppm 157 ppm
Silver (Ag) 0.001 ppm 0.99 ppm 0.56 ppm 0.50 ppm
Gold (Au) 0.2 ppb 377 ppb 42.2 ppb 30.6 ppb
Table notes: Soil assay results by ALS Laboratories analytical method ME-MS41L. Limit of detection (LOD) = lower limit of stated method.
ppm = parts per million. ppb = parts per billion. 1 ppm = 1,000 ppb. Results subject to rounding.
The Soil Survey work was supported by the Ontario Junior Exploration Program (“OJEP”), a provincial government
grant to help junior companies finance early exploration projects. OJEP covers 50% of eligible costs for approved
programmes, with the agreed contribution to Panther for this work totalling Canadian $56,930 (£30,985).
On the 2 April 2025 Panther released a series of maps based on the processed results of the combined 2024 and
2021 soil geochemical survey datasets. Theses maps showing select copper, zinc, gold and nickel anomalies are
shown in Figures 11 to 14 below.
Figure 10: Dotted Lake Project 2024 Soil Sampling Grids and Interpreted Ultramafic Bodies
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FOR THE YEAR ENDED 31 DECEMBER 2025
(> 10 ppb Au Labels)
Figure 11: Structurally Controlled Gold Trends Merge South of Lampson Lake
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(> 100 ppm Ni Labels)
Figure 12: Significant Nickel Anomalies Trend Right Across the Survey Area
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(> 100 ppm Zn Labels)
Figure 13: Anomalous Zinc Trend Exceeds 3.5km In North of Survey Area
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(> 100 ppm Cu Labels)
Figure 14: Distinct Copper Anomalies Correlate with Multielement Anomalies Including Nickel and Zinc
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Drill Hole DL24-001
• DL24-001 intersected predominantly seafloor volcano-
sedimentary derived metavolcanic packages. Ultramafic
intrusions were not intersected, with these bodies
interpreted from the magnetisation vector inversion
(“MVI”) Magnetic Susceptibility Model to be possibly
located at a greater depth below Lampson Lake.
• Multi-element analysis of drill hole assay results show
strong correlation between gold, silver, copper, lead,
zinc and barium indicating the mineralisation is linked to
a volcanic-associated submarine hydrothermal system
as associated with a metamorphosed VMS style of
mineralisation.
• The zinc intersections in DL24-001 are located 1.2km
south-west of the Fairservice Zinc Showing where
high-grade zinc (12% Zn with 2.2 g/t Au) is considered
to represent remobilised and metamorphosed VMS
mineralisation. The large, metamorphosed VMS-style
Geco deposit, located 30km north of Dotted Lake near
Manitouwadge, was mined by Noranda from 1954 to
1995 and produced 49.4 Mt of ore grading 1.86% Cu,
3.78% Zn, 50.04 g/t Ag.
• Significant downhole zinc intersections:
5.5m @ 1.21 % Zn from 155.3m including
2.7m @ 2.42% Zn from 155.3m and
1.0m @ 3.8% Zn from 155.3m (Figure 2)
• Zinc and gold are closely associated together in
DL24-001 and also correlate well with conventional
magnetic inversion domain boundaries in the magnetic
susceptibility model (Figure 15).
• Gold intersections in DL24-001 correlate with an
open-ended 750m long gold in-soil anomaly, offset
from the western end of the 1.2km gold in soil anomaly
which extends westwards from the Panther 2021 drill
hole which intersected over 9 separate gold intervals
grading up to 2.57g/t Au, and from trench Tr-10-4 which
returned gold samples up to 18.9g/t Au.
• Significant downhole gold intersections:
0.5m @ 1.15 g/t Au from 11.8m;
4.5m @ 0.64g/t Au from 156.3m, including
0.9m @ 1.55g/t Au, 1.4g/t Ag & 2.08% Zn from
156.3m; and
1.0m @ 0.53 g/t Au & 1.24 g/t Ag from 105.0m.
The assay results from the Dotted Lake Phase
1 Diamond Drilling Programme were announced
in a series of four batches based on the receipt
of the assay results from ALS Laboratories. The
analytical methods used were ME-MS61r (4 acid
multielement package) and PGM-ICP23 (Pt, Pd
and Au by fire assay and ICP-AES finish).
The first batch of drill core sample assay results were
announced on 30 December 2024. The downhole
intersections from drillhole DL24-001 returned highly
anomalous gold, silver, zinc and base metal assays at
Target D on the southern shore of Lampson Lake. They
confirmed a 1.2km long open-ended gold trend and
the intersection of high-grade zinc/gold volcanogenic
massive sulphide (“VMS”) style mineralisation.
The subsequent three batches of drill core assay
results were received and reported during the month
of March 2025. The Batch 2 results, reported 17
March 2025, verified an extensive mineralised
ultramafic body and to Dotted Lake being part of a
Fertile Mineral System. The Batch 3 results, reported
21 March 2025, gave 94m and 129m wide intercepts
of mineralised magnesium-rich serpentinite.
The final, Batch 4, drill core assays were reported 25
March 2025, the results for hole DL24-002 show a
214.7m wide open-ended zone of intrusive ultramafic
derived magnesium (Mg) rich serpentinite grading up
to 21.7% Mg, which is mineralised with Pt Pd, Ni, Cr
and silver (Ag), between 113.3m downhole to end of
hole at 328m. The DL24-002 Ni and Cr assay result
grade variations show layering with three distinct
higher grade zones within the bottom 112m of the
hole, with grades ranging up to 3.05% Ni Equivalent
(“NiEq”) as well as overlimit Cr. As hole DL24-002
was ended inside the intrusive, the prospect of
strengthening grade-layering with depth is considered
strong. Panther noted that the separation of Mg from
serpentinite has not yet applied on an industrial scale,
despite success under laboratory and small pilot plant
conditions (see also post year-end update below).
A summary of the drill hole findings
is provided opposite.
FOR THE YEAR ENDED 31 DECEMBER 2025
STRATEGIC REPORT
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Drill Hole DL24-002
Assay results for DL24-002 show a 214.7m wide
open-ended zone of intrusive ultramafic derived
magnesium (Mg) rich serpentinite grading up to 21.7%
Mg, which is mineralised with the platinum group
elements (“PGE”), platinum (Pt) and palladium (Pd),
nickel (Ni), chromium (Cr) and silver (Ag), between
113.3m downhole to end of hole at 328m.
• The DL24-002 Ni and Cr assay result grade variations
show layering with three distinct higher grade zones
within the bottom 112m of the hole as well as overlimit
Cr. As hole DL24-002 was ended inside the intrusive,
the prospect of strengthening grade-layering with depth
is considered strong.
• DL24-002 intersected downhole 214.7m wide open-
ended zone of Mg-rich serpentinite intrusive from
113.3m to end of hole at 328m, with higher grade
layering including:
0.7m @ 0.07 % Ni, 0.06 g/t Pt, 0.14 g/t Pd,
5.47 % Cr & 9.2 % Mg from 113.4m.
4.0m @ 0.13 % Ni, 0.02 g/t Pt, 0.04 g/t Pd,
0.91 % Cr & 17.2 % Mg from 169.0m.
36.3m @ 0.13 % Ni, 0.01 g/t Pt, 0.02 g/t Pd,
0.43 % Cr & 18.8 % Mg from 216.0m.
7.5m @ 0.20 % Ni, 0.02 g/t Pt, 0.04 g/t Pd,
0.49 % Cr & 20.0 % Mg from 258.5m.
12.0m @ 0.18 % Ni, 0.01 g/t Pt, 0.02 g/t Pd,
0.63 % Cr & 19.7 % Mg from 304.0m.
• Three samples returned intersections with overlimit
chromium (>1% Cr) which were subsequently
reanalysed using the ore grade ‘OG62’ overlimit
assay method for high grade chromium, returning
0.7 m @ 5.47% Cr, 1.0m @ 1.44% Cr &
1.0m @ 1.37 % Cr.
Drill Hole DL24-003
• Diamond drill hole DL24-003 downhole intersection:
• 129.0m @ 0.09 % Ni, 0.01 g/t Pt, 0.02 g/t Pd,
0.37 % Cr & 14.4 % Mg from 172.0m, including:
32.4m @ 0.12 % Ni, 0.01 g/t Pt, 0.03 g/t Pd,
0.59 % Cr & 17.1 % Mg from 221.0m;
6.0m @ 0.13 % Ni, 0.02 g/t Pt, 0.05 g/t Pd,
0.67 % Cr & 13.7 % Mg from 254.0m; and
23.0m @ 0.11 % Ni, 0.01 g/t Pt, 0.02 g/t Pd,
0.24 % Cr & 16.1 % Mg from 274.0m
• Six samples returned intersections with chromium
(>1% Cr) of 1.29%, 1.38%, 1.45%, 1.52%, 1.62%
(all 1m wide) and 6.65% (0.5m wide).
Drill Hole DL24-004
• 94.4m @ 0.12 % Ni, 0.01 g/t Pt, 0.02 g/t Pd, 0.46 %
Cr & 17.7 % Mg from 152.6m, including:
• 129.0m @ 0.09 % Ni, 0.01 g/t Pt, 0.02 g/t Pd,
0.37 % Cr & 14.4 % Mg from 172.0m, including:
4.6m @ 0.17 % Ni, 0.03 g/t Pt, 0.09 g/t Pd,
1.13 % Cr & 20.1 % Mg from 196.7m
7.0m @ 0.15 % Ni, 0.02 g/t Pt, 0.04 g/t Pd,
Five samples returned intersections with
chromium (>1% Cr) of 1.14% (1.0m wide), 1.24%
(1.0m wide), 1.37% (0.8m wide), 1.61% (0.5m
wide) and 1.89% (0.6m wide). 0.46 % Cr & 18.7
% Mg from 233.0m
• Five samples returned intersections with chromium
(>1% Cr) of 1.14% (1.0m wide), 1.24% (1.0m wide),
1.37% (0.8m wide), 1.61% (0.5m wide) and 1.89%
(0.6m wide).
Drill Hole DL24-005
• DL24-005 did not intersect ultramafic intrusive however
the bottom 12m of the hole show a 10 fold increase in
average Cr levels (ranging up to 0.72% Cr) suggesting
the bottom of the hole is in the vicinity of the ultramafic
alteration halo.
• Gold intersection:
• 0.4m @ 1.625 g/t Au from 123.5m
• Distinct intervals with elevated Fe content (ranging 14-
19% Fe) display correlation with low-level but elevated
Cu ranging up to 0.36% Cu.
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
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Figure 15: DL24-001 Drill Hole
Lithology over Conventional Magnetic
Inversion Magnetic Susceptibility
Model, with: (A) Gold Intersections;
(B) Zinc Assay Traces. Gold and zinc
mineralisation display good correlation
with conventional magnetic inversion
domain boundaries.
Post year end on 23 February 2026 the
Company announced an update for the
project. The previously reported results
of the 2024 five hole exploration drill and
soil geochemical sampling programme
confirmed that Dotted Lake hosts multiple
styles of mineralisation, including ultramafic-
hosted chromium, nickel, platinum group
elements and magnesium, and structurally
controlled gold, and zinc potential.
The drilling confirmed the Dotted Lake
ultramafic magmatic intrusive to be a
magnesium (Mg) bearing serpentinised
peridotite (serpentinite). As part of a
series of investigations to evaluate the
potential of the Dotted Lake Project,
Panther is evaluating opportunities to
recover magnesium from serpentine and is
particularly interested in alternative extraction
technologies capable of improving upon
conventional leaching recoveries.
Panther has submitted 134kg of crushed
serpentinite drill core, selected from
drillholes DL24-002 and DL24-004, for
magnesium investigatory test work by Test
Design Implement Solutions LLC ("TDI") one
of the approved laboratories for testing of
the Extrakt Process Solutions LLC ("Extrakt")
technologies. The initial phase of work will
focus on a high-level assessment of Mg
recovery from serpentine using Extrakt's
proprietary extraction technology. The
objective is to generate baseline metal
recovery and process performance data
that will inform and support the design and
optimisation of subsequent test phases.
FOR THE YEAR ENDED 31 DECEMBER 2025
STRATEGIC REPORT
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
Total Area 4.43 km
2
Prospective for Historical Mine Tailings
Reprocessing and Base Metals
(Zinc, Copper, Cobalt, Gallium
and Indium)
Precious Metals
(Gold and Silver)
Winston Project
Panther signed two option agreements (the “Option
Agreements”), announced 17 June 2025, to create a
combined polymetallic high-grade zinc, copper and
precious metal VMS property comprising a critical mineral
mine redevelopment and resource building exploration
opportunity, located 150 km east of Thunder Bay in
Ontario, Canada (Figure 16).
The Option Agreements signed with First Quantum
Minerals Ltd (“First Quantum”), the Canada based global
top-10 copper mining company and Frontier Energy
Ltd (“Frontier”) , the Australia listed renewable energy
company, were to consolidate two land packages
comprising both freehold patented, leased and crown
land mining claims. These packages covered two high-
grade VMS deposits, Pick Lake and Winston Lake, the
Winston Lake Mine site infrastructure, Winston Lake
tailings and highly prospective exploration targets. The
Option Agreements were signed to consolidate the
high-grade deposits, mineral resources and mining claim
portfolios comprising the former producing Winston Lake
Mine owned by First Quantum, with the Pick Lake Mine
property held by Frontier.
Based on an underground mining Feasibility Study
published in 2021 the combined Pick Lake and Winston
Lake deposits were expected to generate average life
of mine (“LOM”) annual EBITDA of CAD$67.64 million
(£39.23M) and have a pre-tax net present value (“NPV”)
of CAD$175.8 million (£73.0M) and internal rate of return
(“IRR”) of 26%, with further strong exploration potential
for defining additional mineral resources and mineral
reserves from the two main deposits as well as additional
near-mine VMS exploration targets.
The project area is located only 20 km from the trans-
Canada highway and rail transport links. Onsite
infrastructure includes a 115kv power line, plant site,
tailings and freshwater facilities, transport links and
underground development already in place (Figure 17).
The previous mining operation closed in February 1999
due to very low zinc prices at the time. In total, 3.4
million tonnes grading 1.0% copper and 16% zinc was
mined and processed. The total project area covers
approximately 60.41km
2
and comprises both patented
and leased mining claims and crown land mining claims.
The historic Winston Lake Mine tailings storage facility
provides the potential for reprocessing historical mine
tailings, unlocking residual contained metal value and
contributing to the long-term environmental rehabilitation
of the site.
On 30 October 2025 the Company announced the
termination of the Option and Sale and Purchase
Agreement over the Pick Lake property with Frontier. The
First Quantum Option agreement over the Winston Lake
property and the associated historical mine tailings (the
“Winston Tailings Project”) is separate and not affected
by the Pick Lake termination and Panther is focused on
commercialising the tailings contained within the Winston
Lake mine site.
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
Figure 16: Location of the Winston Project, Pick Lake and Winston Lake Option Packages
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Figure 17: Winston Tailings Project infrastructure
including plant site, tailings and water storage
facilities
In relation to advancing the Winston Project on 18
June 2025 Panther announced the appointment
of Julien Bosche to the Company Advisory Board,
bringing mining investment and private equity related
experience, including merger and acquisition strategy,
transaction execution and deal origination. A further
Winston Project related Company Advisory Board
appointment was announced post period on 23 July
2025, with Mr Kerem Usenmez bringing more than
25 years of mining industry covering all stages from
exploration through to mine development. Kerem
was previously CEO of Metallum Resources Inc, the
company which formerly held the project prior to its
takeover by Frontier Energy, and under whose tenure
he advanced the project, through the 2021 NI 43-101
compliant Feasibility Study. Kerem previously forged
strong relationships with local stakeholders at Winston
and is well respected by the First Nation community.
On 19 June 2025, Panther announced a
collaboration with Fulcrum to investigate the potential
commercialisation of the Winston Lake Mine historical
processing tailings storage facility.
On 15 July 2025 the Company further announced
the commencement of the Winston Tailings Project
sampling programme. The tailings focussed work
forms part of the Company's strategy to unlock the
value from the Winston Lake historical mine site while
contributing positively to local environmental outcomes.
The Winston Lake Mine was operational from 1988
to 1998, producing approximately 3.3 million tonnes
of ore and yielding zinc, copper, silver, and gold.
Based on historic processing recoveries it is believed
that a significant quantity of valuable material was not
captured and remains in the tailing storage facility.
The tailings focussed programme, and
associated follow-on work, includes:
• collection of representative samples from
the historical tailings storage facility;
• undertake tailings Mineral Resource estimate
with initial metals recovery test work;
• assess the financial potential of tailings
reprocessing to enhance project economics;
• evaluate the opportunity to add to the
operational life of the Winston Project;
• quantify the potential for resource growth
based on historical recovery rates; and
• support future environmental remediation by
reducing the long-term footprint of legacy tailings.
Assay results from the tailings sampling were
announced on 31 July 2025. These exceeded
Panther's expectations returning high grade gold (Au),
gallium (Ga), silver (Ag), zinc (Zn), copper (Cu) and
cobalt (Co), strongly supporting further sampling and
metallurgical testwork to determine the most economic
and environmentally sensitive route for extracting the
precious metals and other critical minerals from the TSF.
• Tailings samples return assay results of up to:
0.814 g/t Au
21.9 g/t Ag
2.20% Zn
0.20 % Cu
496 ppm Co
122 ppm Ga
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ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
31
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
In addition, a rock sample from a historical massive
sulphide dump at the Pick Lake deposit located circa
1.4km west of the TSF yielded 25.3% Zn, 3.0% Cu,
0.55g/t Au. 119 g/t Ag, 388 ppm Co and 26.2 ppm
Ga which points to the future potential offered by the
strong exploration targets in the Pick Lake area.
The Company further announced on 1 September
2025 that it had formally commenced the application
for the Recovery of Minerals Permit as part of a series
of workstreams to quantify, evaluate and permit
the contained high-grade gold, gallium, silver, zinc,
copper and cobalt and other recoverable minerals
located within the historic Winston Lake Mine tailings
storage facility, comprising the Winston Project.
A Recovery Permit allows its holder to recover minerals
from tailings or other mine waste materials at a given
location without having first obtained an exploration
permit or a filed Mine Closure Plan. If the tailings or
other mine waste materials are located on crown land,
the holder can also recover minerals and exploit them
commercially without a mining claim or mining lease.
On 22 September 2025 the Company announced the
appointment of SRK Exploration Ltd as independent
consultants to conduct a Mineral Resource estimate
("MRE") for the Winston Tailings Project. The MRE will
be one of a series of workstreams to quantify, evaluate
and permit the contained high-grade gold (Au), gallium
(Ga), silver (Ag), zinc (Zn), copper (Cu) and cobalt (Co)
and other recoverable minerals located within the historic
Winston Lake Mine tailings storage facility ("TSF").
The MRE is an integral part of the process to advance
the Winston Tailings Project through permitting towards
a cashflow proposition and will be based upon
the resource drilling programme, mineralogical and
metallurgical testwork and associated studies which
will be conducted during the first half of 2026.
Panther is aiming for a seamless transition from MRE
to Ore Reserves in as short a time as possible, and it
is envisaged that successful outcomes to the tailing
MRE, will in turn support the declaration of Ore Reserves
following further technical studies. The SRK Exploration
work will also provide inputs into the Application for
Recovery of Minerals Permit (the “Recovery Permit”)
process as announced 1 September 2025.
The MRE will be reported in compliance with the
standards and best practices set out by the Canadian
Institute of Mining, Metallurgy and Petroleum’s (“CIM”)
for reporting Mineral Resources, Ore Reserves,
and related exploration information. This will also
facilitate future NI 43-101 reporting, as required.
On 20 November 2025 the Company
announced the appointment of Platinum
Diamond Drilling Inc. to undertake the Mineral
Resource focussed sampling programme.
Post the year end on 7 January 2026 the Company
announced the appointment of Extrakt Process
Solutions LLC (“Extrakt”) to conduct phased metallurgical
testwork for the recovery of metals from the project.
The testwork will be conducted in association with TDI
Solutions LLC, an independent laboratory authorised
and equipped to implement the Extrakt innovative
hydrometallurgical extraction technology. This work and
associated studies are inputs into the Application for
Recovery of Minerals Permit (the “Recovery Permit”)
process as announced 1 September 2025.
The Phase 1 metallurgical characterisation and
testwork will be conducted on representative
composite samples of tailings material obtained from
the vibracore sampling programme. The Phase 1
work is designed to generate baseline data on metal
extraction performance, which will guide and support
the design of subsequent testwork phases to determine
the recoveries for gold (Au), gallium (Ga), indium (In),
silver (Ag), zinc (Zn), copper (Cu) and cobalt (Co)
and/or other recoverable metals contained within the
historic Winston Lake Mine tailings storage facility.
The Phase 1 metallurgical results will also support the
Reasonable Prospects of Eventual Economic Extraction
requirement for the planned Mineral Resource estimate
(“MRE”) being conducted by the SRK Group.
The MRE and the Extrakt metallurgical testwork
are integral workstreams to advance the
Winston Tailings Project through permitting
towards a cashflow proposition.
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ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
Post period, on 10 February 2026 the Company
provided an update on the Winston Tailings Project
as follows:
• Tailings sampling work is underway onsite under the
geological supervision of independent geological
contractors Bayside Geoscience Ltd ("Bayside")
using Platinum vibracore sampler mounted on a
purpose built ice barge, situated upon the frozen
tailings pond. The vibracore sampler retrieves a
representative cylinder of tailings material through
the vertical profile of the tailings, from points
at regular grid spacings across the TSF.
• The first batch of tailings samples are now
undergoing logging and sampling by Bayside
in the city of Thunder Bay. Once prepared the
tailings will be sent for geochemical analysis in
support of the Mineral Resource estimate.
• The Mineral Resource estimate ("MRE") is being
undertaken by independent consultants SRK
Exploration Ltd ("SRK EX"). The MRE will be
reported in compliance with the standards and
best practices set out by the Canadian Institute
of Mining, Metallurgy and Petroleum's ("CIM")
for reporting Mineral Resources, Ore Reserves,
and related exploration information. This will also
facilitate future NI 43-101 reporting, as required.
• The MRE is an integral part of the process to advance
the Winston Tailing Project towards a cashflow
proposition and will be based upon the resource
sampling programme, mineralogical and metallurgical
testwork and associated studies. The MRE work
will also provide inputs into the Application for
Recovery of Minerals Permit (the "Recovery Permit")
process as announced 1 September 2025.
• Upon receipt of the geochemical assay results a
bulk composite sample of the Winston tailings will
be sent to Extrakt Process Solutions, LLC. ("Extrakt")
who will conduct phased metallurgical testwork
for the recovery of metals. The testwork will be
conducted in association with TDI Solutions LLC an
independent laboratory authorised and equipped to
implement the Extrakt innovative hydrometallurgical
extraction technology. Extrakt has developed a
proprietary environmentally friendly cyanide-free
technology for enhanced leaching and recovery of
gold and other metals from all types of ores and
solid-liquid separation that significantly improves
dewatering and consolidation of mine tailings.
On 19 February 2026 the Company announced
that it has signed a letter of interest (“LOI”) with Traxys
Europe SA, a division of Traxys Group (“Traxys”), a
global commodity trading and marketing market leader.
Figure 18: Photograph of the Platinum Vibracore
Sampling Ice Barge on the Frozen Winston Tailings
Pond, 3 February 2026
The non-binding LOI concerns Panther's Winston
Tailings Project and is a formal recognition of an
ongoing engagement between both parties as Panther
progresses work to declare a Mineral Resource Estimate,
as part of series of ongoing workstreams to quantify,
evaluate and permit the contained high-grade gold (Au),
gallium (Ga), silver (Ag), zinc (Zn), copper (Cu), indium (In)
and cobalt (Co) and other recoverable minerals located
within the historic Winston Lake Mine tailings storage
facility near Schrieber, Ontario, Canada.
On 16 March 2026 the Company announced the
vibracore sample collection work phase at the Winston
Tailings Project has successfully completed and that the
thickness of the tailings exceeded expectation reaching
a maximum vertical thickness of tailings (below ice and
water) of 16.8m and with an average vertical thickness of
8.7m. Laterally and vertically representative tailings core
samples successfully retrieved from across the extent
of the frozen tailing pond, with representative HQ core
(63.5mm) diameter cylinders of tailings material through the
vertical profile of the tailings, from 109 locations at regular
grid spacings across the TSF (see Figures 18 and 19).
The Vibracore sampling grid comprises a total of 109 collar
locations, staggered at a nominal spacing of 50m along
east-west fence lines spaced at 25m north-south, for an
effective horizontal sample spacing averaging either 25m
or 35m between fences. Duplicate ‘twin’ core material
was retrieved at 3 locations, whilst vertical profiles were
restarted at 6 of the locations. The completed sample grid
measures up to 904m along the long axis and up to 230m
perpendicular to the TSF long axis
Graphics
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ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
33
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
Figure 19: Winston Tailings 2026 Vibracore Sampling Collar Locations
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34
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ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
On 17 March 2026 the Company announced the first batch of Vibracore sample assay results for the Winston Tailings
Project, with the second batch of results announced 19 March 2026). The results continue to show good grade
consistency across the vertical depth-profile and laterally between Vibracore hole collar locations, and support or exceed
the 2025 preliminary assay results announced 31 July 2025.
To date sample assay results from 15 Vibracore holes have been reported (see Table 5 and Table 6), with sampling
work ongoing.
Vibracore
Hole ID
Vertical Depth
Au
(g/t)
Ag
(g/t)
Zn
(%)
Cu
(%)
Co
(ppm)
Ga
(ppm)
In
(ppm)
From
(m)
To
(m)
WT-26-001
0.7
2.05
3.55
2.05
3.55
6.55
0.889
0.683
0.461
15.85
16.55
15.5
1.185
1.24
1.565
0.186
0.161
0.118
347
321
453
107
94
102
13
14
16
WT-26-002
1.3
2.05
3.55
5.05
2.05
3.55
5.05
5.45
0.488
0.438
0.383
0.48
15.05
12.15
16.15
8.19
1.18
1.605
1.44
0.687
0.111
0.128
0.172
0.086
277
305
463
275
80
78
104
62
12
16
19
6
WT-26-003
1.07
2.05
3.27
4.77
6.27
7.77
2.05
3.27
4.77
6.27
7.77
9.27
0.424
0.558
0.513
0.345
0.516
0.565
9.28
12.5
18.7
12.5
11.25
10.85
1.2
0.84
1.22
1.625
2.1
2.85
0.109
0.128
0.188
0.120
0.136
0.148
257
270
442
388
360
311
81
85
108
107
103
97
11
9
17
17
18
28
WT-26-004
1.77
3.27
4.77
6.27
7.77
9.27
10.77
12.27
12.47
3.27
4.77
6.27
7.77
9.27
10.77
12.27
12.47
13.97
0.39
0.251
0.486
0.715
0.561
0.528
0.502
0.671
0.785
9.27
7.77
15.65
13.1
10.85
10.2
11.55
11.9
11.8
1.57
1.17
1.39
1.225
1.515
1.35
2.11
1.545
1.57
0.171
0.125
0.158
0.100
0.135
0.100
0.103
0.113
0.119
252
267
434
271
269
265
296
272
242
81
81
106
96
92
90
96
94
92
18
11
16
9
12
10
14
12
11
WT-26-005
1.77
3.27
4.77
6.27
3.27
4.77
6.27
6.88
0.26
0.29
0.42
0.64
9.09
7.93
10.20
11.90
1.480
1.225
0.820
1.285
0.125
0.102
0.093
0.120
203
260
270
237
71
81
77
91
10
12
8
11
WT-26-007
4.77
6.27
7.77
9.27
6.27
7.77
9.27
10.27
0.42
0.69
0.63
10.27
11.50
11.10
10.00
8.55
1.315
1.405
1.570
1.755
0.131
0.133
0.132
0.111
323
200
190
205
88
88
82
90
13
12
13
16
Table 5: Vibracore Sample Assay Results for Batch 1 and Batch 2
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PANTHER METALS
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ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
35
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
Vibracore
Hole ID
Vertical Depth
Au
(g/t)
Ag
(g/t)
Zn
(%)
Cu
(%)
Co
(ppm)
Ga
(ppm)
In
(ppm)
From
(m)
To
(m)
WT-26-012
0.51
1.77
3.27
4.77
6.27
7.77
9.27
10.77
1.77
3.27
4.77
6.27
7.77
9.27
10.77
11.71
0.34
0.53
0.35
0.51
0.63
0.62
1.32
0.53
10.25
13.40
12.25
11.60
13.40
12.80
18.65
13.65
1.675
1.260
1.240
1.135
1.510
1.470
2.240
3.290
0.170
0.127
0.109
0.105
0.136
0.126
0.155
0.188
358
430
383
341
286
289
262
303
103
103
98
86
88
97
97
101
20
17
14
11
14
14
18
24
WT-26-013
1.77
3.27
4.77
6.27
3.27
4.77
6.27
7.77
0.52
0.42
0.57
0.54
13.30
14.45
11.55
14.10
1.405
1.255
0.713
1.385
0.134
0.126
0.085
0.127
366
370
374
270
83
95
66
86
14
12
6
11
WT-26-014
1.77
3.27
3.27
4.31
0.43
0.30
10.05
12.45
1.340
1.380
0.131
0.122
349
392
84
114
14
15
WT-26-015
3.27
4.77
5.82
4.77
5.82
6.27
0.41
0.48
0.52
12.55
12.90
11.90
0.895
1.240
0.890
0.102
0.105
0.095
330
370
340
97
92
88
10
12
10
WT-26-018
3.27 4.07 0.26 13.50 1.410 0.105 305 92 14
WT-26-021
3.27
4.77
4.77
5.74
0.64
0.71
14.20
13.80
1.145
1.105
0.118
0.110
334
281
83
79
10
9
WT-26-026
1.77
4.77
6.27
4.77
6.27
6.60
0.71
0.76
0.67
11.65
11.50
12.35
0.885
1.035
1.800
0.113
0.126
0.142
308
315
258
74
75
77
8
9
17
Table Note: Assay results by ALS Laboratory methods ME-MS61, Au-ICP21 (for gold) and Zn-OG62 (for Zn>1%). * Zinc results >1%
Zn by method Zn-OG62, Zn <1% by method ME-MS61. Batch 2 samples reported under ALS certificate TB26067642. Future
sample batches may contain further results for the reported Hole IDs.
Analytical Methods: The certified assay results are by ALS Laboratories using four-acid super trace multielement method
ME-MS61 (four-acid digestion for near-total recovery across a suite of 48 elements), Au-ICP21 (gold by fire assay with
an inductively coupled plasma atomic emission spectroscopy finish) and Zn-OG62 (four-acid overlimit method for high-
grade zinc).
Table 5: Vibracore Sample Assay Results for Batch 1 and Batch 2 cont...
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PANTHER METALS
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ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
Vibracore Hole
ID #
UTM Northing UTM Easting Collar Elevation
(m)
Depth to
Tailings Surface
(m)
Depth to
Tailings Base
(m)
Tailings
Thickness*
(m)
WT-26-001 5424415 473016 464.1 0.6 6.6 6.0
WT-26-002 5424415 473042 463.8 1.3 5.5 4.2
WT-26-003 5424415 473091 463.4 1.1 9.3 8.2
WT-26-004 5424415 473141 463.3 0.9 14.0 13.1
WT-26-005 5424414 473191 464.0 1.0 6.9 5.9
WT-26-007 5424364 473215 463.2 0.8 10.3 9.5
WT-26-011 5424315 473090 464.4 0.6 3.1 2.5
WT-26-011A 5424315 473094 463.3 0.6 3.1 2.4
WT-26-012 5424315 473140 463.7 0.5 11.7 11.2
WT-26-013 5424314 473191 463.4 0.6 7.8 7.2
WT-26-014 5424313 473235 464.2 0.6 4.3 3.7
WT-26-015 5424263 473215 462.9 0.6 6.3 5.7
WT-26-018 5424264 473065 463.3 0.6 4.1 3.5
WT-26-021 5424214 473190 463.7 0.6 5.7 5.1
WT-26-026 5424064 473165 462.1 0.8 6.6 5.8
Table Note: UTM Zone 16N NAD83 Datum. WT-26-011A drilled to test for a suspected false bottom encountered in WT-26-011.
Table includes statistics for four Vibracore holes reported 17 March 2026. * Apparent tailings thickness and vertical profile tested by
assays may differ. Depth figures rounded to 1 decimal place.
Table 6: Vibracore Sample Collar Locations and Tailings Depths for Holes Reported in Table 5
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
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ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
37
Corporate and Financial Highlights
Share Issues and Director Dealings
Placings
On 20 January 2025, the Company announced the
completion of a conditional placing of 910,000 ordinary
shares of no par value (the “Placing Shares”) at a price
of 50 pence per Placing Share (the “Placing Price”)
in a placing (the “Placing”), raising gross proceeds of
£455,000. Each Placing Share was issued with one
warrant attached entitling the holder to subscribe for
one new ordinary share at a price of 75 pence (the
“Warrants”). The Warrants have a life of 36 months from
the date of Admission on 28 February 2025. The shares
were admitted on 28 February 2025.
On 28 October 2025 the Company announced that it
has raised gross proceeds of £600,000 (before expenses)
via an allotment to Darren Hazelwood of 1,000,000 new
ordinary shares of no par value each in the capital of the
Company at a price of 60 pence per ordinary share. The
shares were admitted on 31 October 2025.
On 30 October 2025 the Company announced that it
had raised gross proceeds of approximately £55,570
pursuant to a WRAP Retail Offer, alongside the October
2025 placing. The Company issued a total of 92,616 new
Ordinary Shares at a price of 60 pence per ordinary share.
Debt Capitalisation
On 12 March 2025, the Company announced that
it had agreed terms to capitalise its only outstanding
debt facilities, comprising the £150,000 of unsecured
convertible loan notes announced 20 November 2023,
which carry an interest rate of 15%. The Company settled
this liability by the issue of new ordinary shares with
warrants attached, on the same economic terms as the
most recent placing announced on 20 January 2025.
The Company allotted, issued and admitted to trading a
combined total of 362,250 shares at an issue price 50p
(the “Settlement Shares”) and delivered 362,250 warrants
with an exercise price of 75p to the former holders of the
loan notes. The warrants have a life of 3 years and are
subject to an “accelerator” requiring the warrants to be
exercised should the Panther share price exceed £1.50
at any time over a period of 20 trading days following
the date of the issue of the warrants. The shares were
admitted on 8 April 2025.
Warrant Exercise
On 24 June 2025, the Company announced it had
received notice of exercise of a total of 106,666 warrants
with an exercise price of 75p per share, raising £80,000
for the Company. The Company made applications for
106,666 new Ordinary Shares to be admitted to listing
and Admission took place on 30 June 2025.
Director Purchase in Market
On 25 June 2025, the Company that on 24 June 2025
Kerry Hazelwood, a the wife of the Chief Executive
Officer, Darren Hazelwood, had purchased 21,068
ordinary shares of no par value in the Company
(“Ordinary Shares”) at a weighted average price of
94.9p per Ordinary Share. Following the transaction, the
number of shares in which Darren and Kerry Hazelwood
have an interest has increased by 21,068 Ordinary
Shares to 276,457 Ordinary Shares.
Director Direct Subscription
On 30 June 2025, the Company announced that
Executive Chairman, Nicholas O’Reilly, and Chief
Executive Officer, Darren Hazelwood, have undertaken a
direct share subscription with the Company for a total of
£132,000 at the market mid-price of 69p.
Mr Hazelwood subscribed for a total of 155,072 new
shares for a consideration of £107,000. Mr O’Reilly
subscribed for a total of 36,232 new shares for a
consideration of £25,000, taking his total holding to
113,305 Ordinary Shares.
Statutory Matters
On 2 April 2025, the Company announced that at
its General Meeting of the Company, all resolutions
were duly passed. On 30 June 2025, the Company
announced the results of its AGM in which all of the
resolutions were passed successfully.
On 28 April 2025, the Company published the audited
results for the year ended 31 December 2024. A
copy of the 2024 Annual Report was submitted to the
National Storage Mechanism and is available to the
public for inspection at: https://www.fca.org.uk/markets/
primary-markets/regulatory-disclosures/national-storage-
mechanism
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
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ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
Sale of Shares in Fulcrum Metals
On 8 April 2025, the Company announced that
it had sold a total of 7,625,122 ordinary shares of
nominal value 1 pence each in the capital of Fulcrum
Metals PLC (“Fulcrum”) (the “Ordinary Shares”) on
7 April 2025, at a price of 3.5 pence per Ordinary
Share, for an aggregate amount of £266,879 (net of
fees and expenses). The Fulcrum sale constituted a
disposal of Panther’s remaining holding in Fulcrum.
Advisory Board
On 18 June 2025, the Company announced
the appointment of Julien Bosche to the Advisory
Board. Julien brings over 16 years of mining
investment and private equity related experience,
including merger and acquisition strategy,
transaction execution and deal origination.
On 23 July 2025, the Company announced the
appointment of Mr Kerem Usenmez MSc. P.Eng
to the Company’s Advisory Board. Kerem brings
a wealth of knowledge and experience on the
Winston Project the high-grade, advanced stage,
polymetallic zinc, copper and precious metal
property which is the subject of option and purchase
agreements announced 17 June 2025. Kerem will
commence his Advisory Board position upon the
successful completion of the Winston acquisition.
The Advisory Board now comprises Mel Sanderson,
Julien Bosche and Kerem Usenmez.
Bitcoin Acquisition and Disposal
On 23 June 2025, the Company announced the
successful opening of a Bitcoin Treasury account
CoinCorner Ltd based in the Isle of Man. The Company
purchased one Bitcoin with Coincorner on 24 June
2025. The Company sold all of its Bitcoin during Q3
2025 and has no immediate intention to buy Bitcoin.
Exploration Agreements
Obonga Amendment
On 3 April 2025, the Company announced the
amendment and extension to the purchase agreement
(the “Amending Agreement”) with Broken Rock
Resources Ltd (“Broken Rock”) over the Obonga Project
(“Obonga” or the “Property”), which covers over 90% of
the Obonga Greenstone Belt, in Ontario, Canada. The
Amending Agreement to the 2021 purchase agreement
(announced 2 August 2021) allows for an additional
year to meet the exploration commitment at Obonga.
Under the Amending Agreement the exploration
commitment is now spread over five years; whilst
the original net smelter return royalty is replaced with
a gross revenue royalty equal to 1.5% of the gross
value of the sale proceeds received by the royalty
payor from activity carried out on the Property.
In connection with the signing of the Amending
Agreement Panther allotted and issued 42,070 new
ordinary shares (the “Consideration Shares”) with
a value of Canadian $30,000 (£16,216) to Broken
Rock (based on the mid-market closing price of
Panther’s ordinary shares on 27 March 2025 and
an exchange rate of CAD$1.85 to £1.00.
The Consideration Shares were credited as fully paid
and rank pari passu in all respects with the existing
Ordinary Shares in the share capital of the Company,
including the right to receive all dividends and other
distributions declared, made, or paid on or in respect of
such shares after the date of issue of the Consideration
Shares. The shares were admitted on 8 April 2025.
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
Winston Agreements
On 17 June 2025, the Company announced the
signing of two option and purchase agreements
(the “Agreements”) to create the Winston Project, a
polymetallic high-grade zinc, copper and precious
metal volcanogenic massive sulphide (“VMS”) property
comprising a critical mineral mine redevelopment and
resource building exploration opportunity (the “Project”),
located 50 km east of Thunder Bay in Ontario, Canada.
The Agreements signed with First Quantum Minerals
Ltd (“First Quantum”), the Canada based global top-
10 copper mining company and Frontier Energy Ltd
(“Frontier”), the Australia listed renewable energy
company, consolidate a project area comprising both
freehold patented, leased and crown land mining
claims. These cover two high-grade VMS deposits, Pick
Lake and Winston Lake, the Winston Lake Mine site
infrastructure and highly prospective exploration targets.
The 2021 Feasibility Study for the mine redevelopment
expected to generate average life of mine (“LOM”)
annual EBITDA of C$67.64 million (M) (£39.23M) and
have a pre-tax NPV(8%) of C$ 175.8 M (£73.0M) and
IRR of 26%, with further strong exploration potential
for defining additional Mineral Resources and Mineral
Reserves from the two main deposits as well as
additional near-mine VMS exploration targets.
Panther’s Winston Project is underpinned by two
separate purchase option agreements which will upon
exercise consolidate the mining claims, leases and
mineral assets into a single 100% owned property.
1. First Quantum Minerals Option to
Purchase Winston Lake Property
The First Quantum option to purchase agreement
affords Panther the Option to purchase all right,
title and interest in, the Winston Lake Property and
patented land leases. The agreement includes an
initial due diligence period in which Panther has
the right to conduct agreed exploration work.
In the initial 12-month due diligence period Panther
has the right to all project data and to conduct an
agreed exploration programme on the First Quantum
property, in return for a C$100,000 (£54,100)
payment. Prior to the expiration of the due diligence
period, Panther may extend the period for a further
12 months up to three times (for a total maximum
due diligence period of 48 months) by making
payments of C$50,000 (£27,205) per extension.
Upon Panther exercising the purchase option, First
Quantum will be granted a 2% net smelter return (“NSR”)
royalty (the “Royalty”) over the Winston Lake Property,
with Panther having the right to purchase back half (50%)
of the Royalty for a payment of C$3,000,000 (£1.63M).
Upon exercise Panther will be required to replace First
Quantum’s outstanding letter of credit for C$4,000,000
(£2.18M) (or such greater amount as may be in place
as of the completion date), currently issued in favour
of the Ministry of Northern Development and Mines.
2. Frontier Energy Option and Sale and Purchase
Agreement for the Pick Lake Mining Ltd Property
The terms of the Frontier Energy Option and Sale
and Purchase Agreement comprise an Option Period
running to 15 October 2025. An Option payment
of 100,000 Australian dollars (A$) (£48,540), with
additional A$30,000 (£14,577) per month, payable
on the first business day in each month thereafter
and ending on 15th October 2025, the payments
in each case offset against the total purchase
price of A$2,750,000 (£1.33M), when the Option
is exercised. Panther is entitled to exercise the
Option at any time during the Option Period.
The Pick Lake property is subject to a 2% NSR
royalty with a previous owner, 50% of which may be
bought back for C$1M (£759,000).On 16 October
2025 the Company announced that the agreement
had been extended to 29 October 2025 and on 30
October 2025 the Company announced that it had
terminated the agreement on the basis that funds
had not been raised to satisfy the consideration.
Board
On 26 November 2025 the Company announced the
appointment of Katherine O’Reilly to the Company’s
executive board as CFO (Chief Financial Officer)
with immediate effect. Katherine previously served
as a Non-Executive Director of the Company.
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Corporate Matters
Post Year End Developments
Panther Metals PLC
Placing
On 9 February 2026 the Company announced that
it has raised gross proceeds of £1,190,000 (before
expenses) through a placing of 1,700,000 ordinary
shares of no par value at a price of 70 pence (the
“Placing Price”). The Placing, which received substantial
backing from new and existing institutional investors and
existing shareholders of the Company, was significantly
oversubscribed and subject to scale back. The shares
were admitted on 16 February 2026.
Filing of Preliminary Non Offering Prospectus
On 13 February 2026 the Company announced that
it has filed a preliminary non-offering prospectus (the
“Prospectus”) with the Ontario Securities Commission
(the “Commission”) and has applied to the Canadian
Securities Exchange (the “CSE”) for a secondary
listing of its ordinary shares on the CSE in Canada (the
“Listing”). The Company’s ordinary shares will continue
to be listed on the official list of the UK Financial
Conduct Authority and traded on the main market for
listed securities of the London Stock Exchange PLC.
Final acceptance of the Prospectus and the Listing are
subject to the review and approval of the Commission
and the CSE, respectively. The Prospectus contains
important information relating to the Company and
its currently issued share capital and is subject to
amendment as may be required by the Commission.
The Prospectus will be available for review under
Panther’s profile on the Canadian System for Electronic
Document Analysis and Retrieval (“SEDAR+”) at
www.sedarplus.ca.
Panther Metals Canada
Post year end on 15 January 2026 the Company
announced the signing of a three year term purchase
option agreement (the “Purchase Option”) over three
multicell mining claims (the “Properties” or “Claims”)
which comprise the Otter Gold, Z2 Gold and Wig
properties at Obonga. The Purchase Option signed
with Mrs Karen Siltamaki is a partial replacement for the
purchase option agreement announced 22 November
2021 signed with her late spouse Mr Aki Siltamaki and
secures Panther options over the Properties through
to January 2029. The Purchase Option allows Panther
the option to purchase the Claims for a total cash
consideration of CAN$200,000 (£116,000) and the
award of a 1.5% net smelter return (“NSR”) royalty (with
a provision for Panther to reduce the royalty to 1.0%
NSR through a CAD$1,000,000 (£538,100) buy-back).
The Purchase Option price, was CAD$10,000 (£5,550)
with further payments of CAD$10,000 (£5,550) due
on each anniversary of the date of signing, for three
consecutive years.
Key Performance Indicators
At this stage in the Group’s development, the
Directors consider that the most relevant indicators
of performance relate to financial position, market
capitalisation and share price.
Accordingly, the Group monitors net assets, market
capitalisation and share price as key measures of
financial success from a shareholder value perspective.
In parallel, from an operational perspective management
tracks progress against operational milestones,
including work programme execution, partnership
development, and advancement of exploration and
appraisal activities, as these represent the primary
drivers of future value creation.
The key performance indicators are set out below:
31-Dec-25 31-Dec-24 Change
Net Asset value £2,234,684 £2,111,196 6%
Market
Capitalisation
£4.71m £3.64m 29%
Share Price 67.5p 85p (21%)
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
Principal Risks and Uncertainties
The principal risks and uncertainties of the Group are
outlined below.
A majority of the Group’s operating costs will be
incurred in Canadian dollars, whilst the Group has
raised capital in £ Sterling
The Group will incur exploration costs in Canadian
Dollars but it has raised capital in £ Sterling. Fluctuations
in exchange rates of the Canadian Dollar against £
Sterling may materially affect the Group’s translated
results of operations. In addition, given the relatively
small size of the Group, it may not be able to effectively
hedge against risks associated with currency exchange
rates at commercially realistic rates. Accordingly, any
significant adverse fluctuations in currency rates could
have a material adverse effect on the Group’s business,
financial condition and prospects to a much greater
extent than might be expected for a larger enterprise.
The Group will need additional financial resources
if it moves into commercial exploitation of any
mineral resource that it discovers
Whilst the Group has sufficient financial resources
to conduct its planned exploration activities, meet its
committed licence obligations and cover its general
operating costs and overheads for at least 12 months,
the Group will need additional financial resources if it
wishes to commercially exploit any mineral resource
discovered because of its exploration activity.
The Group has budgets for all near and short-term
activities and plans, however in the longer term the
potential for further exploration, development and
production plans and additional initiatives may arise,
which have not currently been identified, and which may
require additional financing which may not be available
to the Group when needed, on acceptable terms, or
at all. If the Group is unable to raise additional capital
when needed or on suitable terms, the Group could
be forced to delay, reduce, or eliminate its exploration,
development, and production efforts.
Even if the Group makes a commercially viable
discovery in the future there are significant risks
associated with the ability of such a discovery to
generate any operational cashflows
The economics of developing mineral properties are
affected by many factors including the cost of operations,
variations of the grade of ore mined, fluctuations in
the price of the minerals being mined, fluctuations in
exchange rates, costs of development, infrastructure
and processing equipment and such other factors as
government regulations, including regulations relating to
royalties, allowable production, importing and exporting
of minerals and environmental protection. Given that the
Group is at the early exploration stage of its business
many of these factors cannot be accurately assessed,
costed, planned for or mitigated at the current time. As a
result of these uncertainties, there can be no guarantee
that mineral exploration and subsequent development
of any of the Group’s assets will result in profitable
commercial operations.
The Group is not currently generating revenue and
will not do so for in the near term
The Group is an exploration company and will remain
involved in the process of exploring and assessing
its asset base for some time. The Group is unlikely to
generate revenues until such time as it has made a
commercially viable discovery. Given the early stage of
the Group’s exploration business and even if a potentially
commercially recoverable reserve were to be discovered,
there is a risk that the grade of mineralisation ultimately
mined may differ from that indicated by drilling results and
such differences could be material. Accordingly given the
very preliminary stages of the Group’s exploration activity
it is not possible to give any assurance that the Group will
ever be capable of generating revenue at the current time.
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ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
Going Concern
As a junior exploration company, the Directors are
aware that the Company must seek funds from the
market in the next 12 months to meet its investment and
exploration plans and to maintain its listing status.
The Group’s reliance on a successful fundraising
presents a material uncertainty that may cast doubt on
the Group’s ability to continue to operate as planned and
to pay its liabilities as they fall due for a period not less
than twelve months from the date of this report.
The following transactions in the year ended
31 December 2025 have given rise to funding inflows
• On 20 January 2025, the Company announced the
completion of a conditional placing of 910,000 ordinary
shares of no par value (the “Placing Shares”) at a price
of 50 pence per Placing Share (the “Placing Price”)
in a placing (the “Placing”), raising gross proceeds of
£455,000. Each Placing Share was issued with one
warrant attached entitling the holder to subscribe for
one new ordinary share at a price of 75 pence (the
“Warrants”). The Warrants have a life of 36 months
from the date of Admission on 28 February 2025. The
shares were admitted on 28 February 2025.
• On 28 October 2025 the Company announced that
it has raised gross proceeds of £600,000 (before
expenses) via an allotment to Darren Hazelwood of
1,000,000 new ordinary shares of no par value each in
the capital of the Company at a price of 60 pence per
ordinary share. The shares were admitted on
31 October 2025.
• On 30 October 2025 the Company announced that it
had raised gross proceeds of approximately £55,570
pursuant to a WRAP Retail Offer, alongside the
October 2025 placing. The Company issued a total of
92,616 new Ordinary Shares at a price of 60 pence
per ordinary share.
• On 24 June 2025, the Company announced it had
received notice of exercise of a total of 106,666
warrants with an exercise price of 75p per share,
raising £80,000 for the Company. The Company
made applications for 106,666 new Ordinary Shares
to be admitted to listing and Admission took place on
30 June 2025.
• On 30 June 2025, the Company announced that
Executive Chairman, Nicholas O’Reilly, and Chief
Executive Officer, Darren Hazelwood, have undertaken
a direct share subscription with the Company for a
total of £132,000 at the market mid-price of 69p.
Mr Hazelwood subscribed for a total of 155,072 new
shares for a consideration of £107,000, taking his and
Mrs Hazelwood’s total holding to 7.32% of the issued
share capital in the Company. Mr O’Reilly subscribed
for a total of 36,232 new shares for a consideration of
£25,000, taking his total holding to 113,305 Ordinary
Shares equivalent to 1.92% of the issued share capital
in the Company. The total number of Ordinary Shares
in issue following Admission was 5,891,370.
As at the year-end date the Group had total cash
reserves of £71,085 (2024: £17,536).
On 9 February 2026 the Company announced that
it has raised gross proceeds of £1,190,000 (before
expenses) through a placing of 1,700,000 ordinary
shares of no-par value at a price of 70 pence (the
“Placing Price”). The Placing, which received substantial
backing from new and existing institutional investors and
existing shareholders of the Company, was significantly
oversubscribed and subject to scale back. The shares
were admitted on 16 February 2026.
The Directors are aware of the reliance on fundraising
within the next 12 months and the material uncertainty
this presents but having reviewed the Group’s working
capital forecasts they believe the Group is well placed
to manage its business risks successfully providing the
fundraising is successful. The financial statements have
been prepared on a going concern basis and do not
include adjustments that would result if the Group were
unable to continue in operation.
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ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
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Stakeholder Engagement
The Company did not have any employees during the Reporting Period and therefore this stakeholder engagement
statement does not refer to how we consider their interests. The Company will monitor the need to incorporate the
interests of employees in its decision making as the Company grows.
The table below acts as our stakeholder engagement statement by setting out the key stakeholder groups, their interests
and how Panther Metals engages with them. Given the importance of stakeholder focus, long-term strategy and
reputation to the Company, these themes are also discussed throughout this Annual Report.
Stakeholder Their interests How we engage
Investors
•
Comprehensive review of financials
•
Business sustainability
•
High standard of governance
•
Success of the business
•
Ethical behaviour
•
Awareness of long-term strategy
and direction
•
Regular reports and analysis on
investors and shareholders
•
Annual Report
•
Company website
•
Shareholder circulars
•
AGM
•
RNS announcements
•
Press releases
Regulatory Bodies
•
Compliance with regulations
•
Company reputation
•
Insurance
•
Company website
•
RNS announcements
•
Annual Report
•
Direct contact with regulators
•
Compliance updates at Board
•
Meetings
•
Consistent risk review
Partners
•
Business strategy
•
Application of acquisition strategy
•
Meetings and negotiations
•
Reports and proposals
•
Dialogue with third party
stakeholders where appropriate
The stakeholder engagement statement should be read in conjunction with the full Strategic Report and the
Company’s Corporate Governance Statement.
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
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ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
Task force on Climate-related Financial Disclosures (TCFD)
The Group is committed to conducting its business in an efficient and responsible manner, in line with current best
practice guidelines for the mining and mineral exploration sectors and international investment. The Company will
integrate environmental, social and health and safety considerations to maintain its ‘social licence to operate’ in all its
business, planning and investment activities.
The Board has been committed to the disclosure of climate-related financial information in line with the four
overarching pillars of the Task Force on Climate related Financial Disclosures (TCFD) recommendations. These
recommendations have since been fully integrated into the International Sustainability Standards Board (ISSB)
framework, ensuring continuity and a seamless transition for companies already reporting under the TCFD structure.
The Company will adopt the UK Sustainability Reporting Standards (IFRS S1 and IFRS S2) when they are mandatorily
effective which is currently expected to occur in the 2027 financial year.
Pillar Status
Governance
a) Describe the Board’s
oversight of climate-
related risks and
opportunities
The Board has ultimate responsibility for ensuring that any material climate-related
risks and issues are appropriately integrated into the Group’s business plans, risk
management and decision making.
On 9 December 2022, the Board established a Responsibility Committee to oversee
this area.
b) Describe
management’s role
in assessing and
managing climate-
related risks and
opportunities.
The Responsibility Committee makes decisions and takes action to include climate
risks and opportunities in our risk assessment/risk register as reported to them by
management and then chooses an appropriate response to the risk or opportunity,
together with the potential financial impact of that response.
Exploration project management, which includes certain board members, currently
assesses, and manages climate related risks and opportunities as part of the planning
and execution of exploration activities.
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
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Pillar Status
Strategy
a) Describe the climate-
related risks and
opportunities the
organisation has
identified over the
short, medium and
long term (“s/t”, “m/t”
and “l/t”).
The risk register is reviewed and discussed at least annually by the Audit Committee.
In FY25 the committee concluded that these are the climate change-related risks and
opportunities which may have a financial impact on the Group:
(1) risks and opportunities related to the transition to a lower-carbon economy meaning
that exploration activity is made impossible or possible at a higher cost
a) Canadian governmental exploration policy changes (medium and long term).
b) climate change litigation (First Nations and other environmental stakeholders-
all terms)
c) reputational risk tied to community perceptions of the Group’s activities (First
Nations- all terms)
d) opportunities in relation to the emergence of new technologies where the
Group’s exploration activities and output could provide a key component e.g.
battery metals (m/t and l/t)
(2) risks related to the physical impacts of climate change meaning exploration activity
is made impossible or possible at a higher cost
a) extreme weather and higher temperatures (all terms).
b) Describe the impact
of climate-related risks
and opportunities
on the organisation’s
businesses, strategy
and financial planning.
The impact of any of the climate-related risks identified above could have a material
financial impact on the Company by virtue of governmental policy change or eroding of
our currently positive relationships with First Nations or other environmental stakeholders.
• The nearest term risk which has the most immediate financial impact is our
relationship with First Nations, as their consent is required to commence
exploration activities.
• In the medium-term governmental exploration policy changes from the prevailing
administration or the impact of environmental pressure groups) could materially
financially impact the Company although this is considered remote due to
governmental support of the Company’s exploration projects to date and the
governmental activities currently underway to support and promote exploration
related activities such as grants and other funding initiatives.
• Weather related impacts could take place within any time period and can shorten
the annual time period within which the Company can conduct its exploration
activities or in extreme cases could make the exploration activities impossible due
to feasibility or budget.
Conversely opportunities in relation to the emergence of new technologies where the
Group’s exploration activities and output could provide a key component could present
a material upside to the Company.
c) Describe the resilience
of the organisation’s
strategy, taking into
consideration different
climate-related
scenarios, including a
2°C or lower scenario.
The Responsibility Committee continues to seek the relevant data to include a
description of the resilience of the organisation’s strategy taking into consideration
different climate related scenarios, including a 2°C or lower scenario. Part of the data
gathering requires a more extensive set of data and analytics from its exploration
activities which is undertaken by third party suppliers, and which has not been
available in 2025.
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
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ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
Task force on Climate-related Financial Disclosures (TCFD) continued
Pillar Status
Risk management
a) Describe the
organisation’s
processes for
identifying and
assessing climate-
related risks.
On 9 December 2022 the Board created a Responsibility Committee to ensure that
the processes for identifying, assessing, and managing climate-related risks are
integrated into the organisation’s overall risk management.
b) Describe the
organisation’s
processes for
managing climate-
related risks.
The Responsibility Committee reports any change in climate related risks or the
identification of any new climate-related risks to the Board as and when they
are highlighted by exploration project management or by the members of the
Responsibility Committee.
c) Describe how
processes for
identifying, assessing,
and managing climate-
related risks are
integrated into the
organisation’s overall
risk management.
The organisation currently assesses and manages climate related risks and
opportunities as part of the planning and execution of exploration activities. This
assessment includes undertaking the following processes:
A) Commissioning environmental impact surveys from independent third-party
consultants prior to commencement of activities, together with adopting all
appropriate recommendations.
B) Timely consultation and liaison with key environmental stakeholders such as First
Nations to explain the nature of the proposed exploration programme and seeking
permission to commence exploration activities. Regular follow ups throughout the
programme.
C) Ensuring compliance with the Prospectors & Developers Association of Canada
E3 Plus: A Framework for Responsible Exploration and the International Council on
Mining and Metals Sustainable Development Framework (the ICMM 10 Principles).
D) Consulting with and engaging local experts in the project area terrain and climate to
provide guidance on risks and opportunities around the physical impacts of climate
change eg, heavy snow, rising water levels in the project area or potential weather
conditions which may impact the exploration programme.
Management of these risks is performed by the exploration project management team
and any significant risks or risks which cannot be adequately mitigated or have any
uncertainty around mitigation are reported to the Responsibility Committee to escalate
to the Board. Each Board meeting will typically contain reference to all the above risks
and processes.
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
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Pillar Status
Metrics and Targets
a) Disclose the
metrics used by the
organisation to assess
climate-related risks
and opportunities in line
with its strategy and risk
management process.
In conjunction with ensuring that the processes for identifying, assessing, and
managing climate-related risks are integrated into the organisation’s overall risk
management, the Responsibility Committee also tasks the project managers to
compile a set of metrics and targets with which to assess climate-related risks and
opportunities they have identified. These metrics and targets are listed in the table on
the next page.
b) Disclose scope
1, scope 2 and, if
appropriate, scope 3
greenhouse gas (GHG)
emissions and the
related risks.
The Company operates from serviced offices in the UK and gas and electricity is
included within the monthly service fee, as such, emissions disclosure is not possible.
In relation to Group’s warehousing facilities in Canada, the Company’s scope 1
emissions for the year are 57.4 (2024: 47.15) metric tonnes of CO2e and relate to
gas. The Company’s scope 2 emissions for the year are 0.75 (2024: 0.9) metric
tonnes of CO2e and relate to electricity. The Company’s scope 3 emissions are 32
(2024: 31.58) metric tonnes of CO2e and relate to UK and international travel and
accommodation and additional goods and services.
The Company uses third party providers to undertake its project-based activities and
emissions data is not readily available from these third parties. The Company has
therefore used exploration expenditure data from these third parties to calculate an
additional scope 3 emissions figure of 8.10 (2024: 41.64) metric tonnes of CO2e.
c) Describe the
targets used by the
organisation to manage
climate-related risks
and opportunities
and performance
against targets.
The targets used by the organisation to manage climate-related risks and opportunities
and performance against targets are stated on the next page.
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
Type of Risk Specific Risk Ongoing Metric and 2025
Target
2025 Target Status
and 2026 Objectives
Risks and
opportunities related
to the transition
to a lower-carbon
economy meaning
that exploration
activity is made
impossible or
possible at a
higher cost
Canadian
governmental
exploration policy
changes (medium
and long term).
Level of governmental support of
the sector through grant funding
and no adverse changes to
current regulatory status.
Target is to apply for
governmental grant
funding in 2025.
Grant funding received
in 2025. Further grant
funding opportunities to
be sought in 2026/27.
Risks and
opportunities related
to the transition
to a lower-carbon
economy meaning
that exploration
activity is made
impossible or
possible at a
higher cost.
Reputational risk
tied to community
perceptions of the
Group’s activities
(First Nations-
all terms).
Lines of communication with
the First Nations in terms of
frequency and nature of written
and verbal communication with
no adverse communication
(verbal or written).
2025 target was to maintain
positive lines of communication
with First Nations and other
environmental stakeholders
and meet with First Nations
during 2025 to foster
relationships further.
Positive lines of communication
maintained with First Nations
and other environmental
stakeholders in 2025 with
several meetings held with
First Nations during 2025
and requested permits
awarded or renewed due
to a deeper understanding
and trust between parties
being achieved.
2026 target is to maintain this.
Risks and
opportunities related
to the transition
to a lower-carbon
economy meaning
that exploration
activity is made
impossible or
possible at a
higher cost.
Climate change
litigation (First
Nations and other
environmental
stakeholders-
all terms).
Lines of communication with
the First Nations in terms of
frequency and nature of written
and verbal communication with
no adverse communication
(verbal or written) plus emissions
data publication where possible
to ensure transparency to all
environmental stakeholders.
2025 target was to maintain
positive lines of communication
with First Nations and other
environmental stakeholders
and meet with First Nations
during 2025 to foster
relationships further.
2025 target was to obtain
emissions data from key
third party suppliers in
2025 where possible and
publish where practicable.
Positive lines of communication
maintained with First Nations
and other environmental
stakeholders in 2025 with
several meetings held with
First Nations during 2025
and requested permits
awarded or renewed due
to a deeper understanding
and trust between parties
being achieved. 2026
target is to maintain this.
It has not been possible to
obtain detailed emissions data
from our third-party suppliers
as this information is not readily
available. However, we have
used project expenditure to
quantify our scope 3 emissions
and will continue to do so
whilst this remains the case.
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Type of Risk Specific Risk Ongoing Metric
and 2025 Target
2025 Target Status
and 2026 Objectives
Risks and
opportunities related
to the transition
to a lower-carbon
economy meaning
that exploration
activity is made
impossible or
possible at a
higher cost.
Opportunities from
emergence of new
technologies where
Group’s exploration
activities and output
could provide a
key component
(m/t and l/t).
Opportunity to be measured
by keeping appraised of
emerging new technologies
in connection with Panther’s
exploration activities.
2025 target was to attend
update sessions on emerging
technologies which may be
relevant to Panther’s activities.
In March 2025 and March
2026 Darren Hazelwood and
Nicholas O’Reilly attended
PDAC in Toronto Canada and
attended learning sessions
to keep abreast of emerging
technologies to supplement
their day-to-day intelligence
gathering on the subject.
Ongoing target is to attend
update sessions on emerging
technologies which may be
relevant to Panther’s activities.
Risks related
to the physical
impacts of climate
change meaning
exploration activity
is made impossible
or possible at a
higher cost.
Extreme weather
and higher
temperatures
(all terms).
Risk to be measured by
monitoring of weather and
weather change patterns
in exploration areas.
2025 target is for no change to
be highlighted in order or make
exploration activities predictable.
2024/25 work programme in
Dotted Lake was made more
challenging by warmer than
expected conditions. However,
the team completed the work
programme by adapting their
approach and will take away
learnings for subsequent work.
2026 target is for no further
change to be highlighted in
order or make exploration
activities predictable.
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
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Chairman’s Overview
On behalf of the Board, I am pleased to present the
Corporate Governance Report for the year ended 31
December 2025. We at Panther Metals believe that
having a solid corporate governance structure throughout
the business is a vital factor in achieving our strategic
goals and creating value for our shareholders. The
Board is committed to maintaining high standards of
corporate governance and in this it is guided by the
Quoted Companies Alliance’s Corporate Governance
Code (the “QCA Code”). The Directors believe the
QCA Code to be the most appropriately recognised
corporate governance code for the Group to adhere
to. During the year under review, the Board has
sought to transition to the updated Quoted Companies
Alliance Corporate Governance Code 2023 (‘2023
Code”) and has continued to strive to uphold the
principles of the QCA Code across the business.
As Chairman of the Board of Directors of Panther Metals
PLC, it is my responsibility to ensure that Panther has
both sound corporate governance and an effective
board. Each of the directors recognises the importance
of sound corporate governance, and the need to take
into account the Group’s size and stage of development.
The Directors are responsible for overall corporate
governance, with respect to the management of
the business and its strategic direction, establishing
policies and in the evaluation of material investments
of the Group. It is the responsibility of the Directors
to oversee the financial position of the Group
and to monitor its business and affairs on behalf
of the Shareholders, to whom the Directors are
accountable. The primary duty of the Board is to
always act in the best interests of the Group.
The Directors have responsibility for the overall corporate
governance of the Group and recognise the need for
the highest standards of behaviour and accountability.
The Board has a wide range of experience directly
related to the Group and its activities and its structure
ensures that no one individual or group dominates
the decision-making process. The Board will also
ensure that internal controls and the Group’s approach
to risk management are assessed periodically.
The company’s business model and strategy,
including key challenges and their execution
is set out in the Strategic Report.
Details of director’s remuneration are set out
in the Directors’ Remuneration Report.
Role of the Board
The Board has a responsibility to govern the Group
rather than to manage it and in doing so act in the
best interests of the Group as a whole. Each member
of the Board is committed to spending sufficient
time to enable them to carry out their duties as a
Director. Non-Executive Directors receive formal
letters of appointment, setting out the key terms,
conditions and expectations of their appointment.
Each member of the Board is also expected to
maintain and develop their skills in their particular
areas of expertise and ensure they keep abreast of
changes in listed company laws and regulations.
Responsibilities of the Board
The Board is responsible for formulating, reviewing
and approving the Group’s strategy, financial
activities and operating performance. Day to day
management is devolved to the Executive Directors,
who are charged with consulting the Board on all
significant financial and operational matters.
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
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Board of Directors
The Board of Directors currently comprises five Directors,
three Executive Directors and two non-executive
directors who are considered to be independent.
The Directors are of the opinion that the Board comprises
a suitable balance and that the recommendations of the
QCA Code have been implemented to an appropriate
level. The Board maintains regular contact with its
advisers and public relations consultants in order to
ensure that the Board develops an understanding of
the views of major shareholders about the Group.
All Directors have access to the advice of the Group’s
solicitors and the Group Secretary, necessary information
is supplied to the Directors on a timely basis to enable
them to discharge their duties effectively and all
Directors have access to independent professional
advice at the Group’s expense as and when required.
The primary duty of the Board will be to always
act in the best interests of the Company. Matters
reserved for the board are as follows:
•
Strategy and Management (responsibility for
the overall leadership of the Group and setting the
Group’s values and standards, responsibility for the
reputation of the Group, approval of the Group’s
strategic aims and objectives, approval of the Group’s
annual operating and capital expenditure budgets and
any material changes to them, review of performance
in the light of the Group’s strategy, objectives,
business plans and budgets and ensuring that any
necessary corrective action is taken, extension
on the Group’s activities into new business or
geographical areas, any decision to cease to operate
all or any material part of the Group’s business);
•
Structure and Capital (major changes to the
Group’s corporate structure, changes to the
Group’s management and control structure,
any changes to the Group’s listing);
•
Financial Reporting and Controls (approval
of half yearly, interim management statements
and any preliminary announcements of final
year results, approval of the annual report and
accounts, approval of any significant changes
in accounting policies or practices, approval
of treasury policies, including foreign currency
exposure and the use of financial derivatives);
•
Internal Controls (ensuring maintenance of a sound
system of internal control and risk management,
including a) reviewing the effectiveness of the
Group’s risk and control processes to support its
strategy and objectives; b) reviewing the Group’s
risk register; and c) approving an appropriate
statement for inclusion in the annual report);
•
Contracts (major capital contracts, contracts,
which are material, strategically or by reason
of size, entered into by the Group or any
subsidiary in the ordinary course of business);
•
Communication (approval of resolutions
and corresponding documentation to be put
forward to shareholders at a general meeting,
approval of all circulars and prospectuses);
•
Board Membership and Other Appointments;
•
Remuneration (determining the remuneration
policy for the Directors and other senior Executives,
determining the remuneration of the Non-Executive
Directors, introduction of new share incentive plans
or major changes to existing plans, for approval);
•
Delegation of Authority (the division of
responsibilities between the Chairman, the Chief
Executive and other Executive Directors, approval of
terms of reference of Board Committees, receiving
reports from Board Committees on their activities);
•
Corporate Governance Matters (review of the
Group’s overall corporate governance arrangements);
•
Policies (approval of the Group policies); and
•
Other (approval of the appointment of the Group’s
principal professional advisers, prosecution,
defence of settlement of litigation involving above
£5 million or being otherwise material to the
interests of the Group, approval of the overall
levels of insurance for the Group, including
Director’s and Officers’ Liability Insurance)
The Company has also established a
remuneration committee, an audit committee,
and a nomination committee of the Board with
formally delegated duties and responsibilities.
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
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The Remuneration Committee during the year ended
31 December 2025 comprised Tracy Hughes as chair
(previously Nicholas O’Reilly), Simon Rothschild and
Katherine O’Reilly and meets not less than twice each
year. Post year-end on 1 April 2026 Tracy Hughes
resigned and Donna- Belen Humphreys was appointed
as Non-Executive Director. Donna took over Tracy’s role
as chair of the committee. The Remuneration Committee
is responsible for the review and recommendation of
the scale and structure of remuneration for Directors,
including any bonus arrangements or the award
of share options with due regard to the interests
of the Shareholders and other stakeholders.
The Audit Committee, which comprises Simon
Rothschild as chair and Nicholas O’Reilly meets
not less than twice a year. The Audit Committee
is responsible for making recommendations to the
Board on the appointment of auditors and the audit
fee and for ensuring that the financial performance of
the Company is properly monitored and reported. In
addition, the Audit Committee receives, and reviews
reports from management and the auditors relating to
the interim report, the Annual Report and accounts
and the internal control systems of the Company.
The Nomination Committee comprises Nicholas
O’Reilly as chair, Simon Rothschild and Katherine
O’Reilly, meets normally not less than twice each
year. The Nomination Committee is responsible for
reviewing succession plans for the Directors.
Board Meeting Attendance 2025
The Board meets regularly throughout the
year. During the year ended 31 December
2025, the Board had 12 Board meetings.
Director Board
Meetings (12)
Audit
Committee
Meetings (2)
Remuneration
Committee
Meetings (2)
Nomination
Committee
Meetings (1)
Darren Hazelwood 12 - - -
Nicholas O’Reilly 12 2 - 1
Katherine O’Reilly 12 - 2 1
Simon Rothschild 12 2 2 1
Tracy Hughes 12 2 2 -
Total meetings 12 2 2 1
The Company has adopted and will operate
a share dealing code governing the share
dealings of the Directors of the Company and
applicable employees with a view to ensuring
compliance with the Market Abuse Regulation.
The Company has adopted, a share dealing policy
regulating trading in the Company’s shares for the
Directors and other persons discharging managerial
responsibilities (and their persons closely associated)
which contains provisions appropriate for a company
whose shares are admitted to trading on the Official
List (particularly relating to dealing during closed
periods which will be in line with the Market Abuse
Regulation). The Company will take all reasonable steps
to ensure compliance by the Directors and any relevant
employees with the terms of that share dealing policy.
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
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CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
Current Director Biographies
Nicholas O’Reilly
Executive Chairman
Nicholas is an experienced exploration geologist and consultant
having worked for over 20 years on mining and exploration projects
in Africa, North and South America, the Russian Federation, Asia
and Australia. He specialises in the design and implementation of
exploration and resource projects from grassroots to pre-feasibility
in all terrains and environments, mobilising multidisciplinary field
teams and managing major programmes. Nicholas became the
Company’s Chairman on 10 December 2021.
Nicholas holds a master’s degree in Mineral Project Appraisal
from the Royal School of Mines, Imperial College and a bachelor’s
degree in applied Geology from the University of Leicester.
Nicholas has previous experience as a non-executive on the board
of an AIM listed mining sector investment vehicle and is currently
a director of several private companies including Mining Analyst
Consulting Ltd and Treasure Island Resources Ltd.
He is currently the Co-Chairman & Treasurer of the London
Mining Club (formerly the Association of Mining Analysts), a non-
profit London City based organisation representing the broad
mining investment community. Nicholas is also a Member of
The Australasian Institute of Mining and Metallurgy, Member of
The Institute of Materials, Minerals and Mining (denoted Qualified
for Mineral Reporting), a Member of the Society of Economic
Geologists and a Fellow of The Geological Society of London.
Katherine O’Reilly
Chief Financial Officer
Katherine O’Reilly is a Fellow of the Institute of Chartered
Accountants in England and Wales. Katherine began her career as
an auditor before transitioning into Corporate Finance, spending 11
years working in Capital Markets and Transaction Services. Since
2017 she has been providing Finance and Operations consultancy
to a variety of companies across a number of different sectors,
including natural resources.
Darren Hazelwood
Chief Executive Officer
A business career built around sound financial
planning, execution, delivery and value
creation. An entrepreneur and investor who
has over 15 years’ experience managing
and directing teams focused on delivering
value within organisations, always with a keen
focus on cost controls and great financial
management ensuring delivery of value.
Darren’s recognition of the value created by
using and expanding his network, combined
with a strong focus on delivery, has enabled
him to deliver on an enviable track record
of business growth. Darren became Chief
Executive Officer of Panther Metals in January
2019 and the business has since completed
acquisitions in Australia and Canada as it
builds its position in the exploration sector.
During the period, the business reported a
considerable reduction in its reported losses
while trebling its asset base.
His pathway to success has been gained
using astute controls and due diligence
while managing fast growth and success.
A keen focus on deal delivery and network
identification laying the foundations for growth.
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CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
Tracy Hughes
Independent Non-Executive Director
(Resigned 1st April 2026)
Tracy Hughes is the Founder (2001), CEO,
and Director of InvestorNews Inc., the
publisher of InvestorNews.com, which is an
independent source of market news that
receives over 120 million hits annually. Further
to its role as an online Publisher, InvestorNews
has been providing digital media services in
the capital markets since 2001. Well known
since 2010 for hosting some of the largest
critical mineral events in the world, Tracy is
the Co-Founder and Executive Director for
the recently formed (2021) Critical Minerals
Institute (CMI), which is focused on critical
minerals for a decarbonised economy.
Simon Rothschild
Independent Non-Executive Director
Simon studied at the University of St Andrews. He has been
internationally active for over thirty years in financial public relations
and financial investor relations. He started his career in the City
of London’s financial sector in 1982 at Dewe Rogerson Ltd and
more recently was a Principal of Bankside Consultants, where
he specialised in supporting natural resources companies. In
2014 he set up Capital Market Consultants Limited, a financial
public relations consultancy. In addition to being a Non-Executive
Director of Panther Metals, he served as NED of Rothschild
Diamonds Limited, a private diamond broking company. He
has previously served on the boards of Stonedragon Limited, a
company set up to establish a digital distribution network in West
Africa and Five Star diamonds, a TSX-V listed mining company
with assets in Brazil.
Donna-Belen Humphreys
Independent Non-Executive Director
(Appointed 1 April 2026)
Donna-Belen brings over 25 years of experience across investor
relations, corporate development, compliance, marketing, and
strategic planning within public and private financial markets,
including junior mining, real estate finance, mortgage, and
insurance sectors.
She has developed and implemented comprehensive compliance
policies and procedures within Canadian regulated environments,
including risk management and anti-money laundering frameworks,
and has led the rollout of these programmes across teams to
support regulatory adherence and operational consistency.
Her experience includes responsibility for investor relations across
multiple sectors, including junior mining, real estate finance,
and financial services, where she has managed shareholder
communications, supported capital raising initiatives, and
represented organisations in market-facing forums. She has
contributed to strengthening investor engagement and confidence
through clear communication and strategic positioning, while
maintaining effective relationships with stakeholders.
Donna-Belen has also contributed to the development and launch
of new business verticals and led marketing strategy to support
growth and brand positioning. She holds experience as a licensed
Exempt Market Dealer.
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Number
of Board
Percentage
of the Board
Number
of Senior
Positions on
the Board
Number in
Executive
Management
Percentage
in Executive
Management
Men 3 60% 2 2 66%
Women 2 40% 1 1 33%
Not specified/prefer not to say - - - - -
White British or other White
(including minority-white
groups)
5 100% 3 3 100%
Mixed/Multiple Ethnic Groups - - - - -
Asian/Asian British - - - - -
Black/African/Caribbean/
Black British
- - - - -
Other ethnic group,
including Arab
Not specified/ prefer not to say - - - - -
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
Gender and Ethnic Diversity at Board Level
In accordance with the requirements of DTR7, the Board is required to provide a statement as to whether it has met
certain targets related to gender and ethnic diversity at Board level.
The Board confirm that as of 31 December 2025 2 out of 3 diversity targets were met: 40% of the Board were women.
The CFO is a woman. None of the Board members were from an ethnic minority background. The Board will look for
opportunities to adhere to all three targets during 2026.
Gender and ethnicity data for the Board is collected on an annual basis through a standardised process managed via
the completion of a confidential and voluntary form, through which the individual can self-report on their ethnicity and
gender identity. Alternatively, they can specify that they do not wish to provide such data. The criteria of the questionnaire
are aligned to the definitions specified in the UK Listing Rules.
The Board are committed to equality, diversity and inclusion. The Company actively promotes equality, diversity and
inclusion, and proactively removes and address any activities or behaviours that may jeopardise this commitment. The
Company aims to create an environment where all stakeholders can work harmoniously, feel valued, appreciated and
included, irrespective of race, ethnicity, culture, gender, skin colour, sexual orientation, marital status, religion, disability,
ability, education background, family background, political background, health or representative of any community.
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Environmental, Social and
Governance Commitments
Panther Metals PLC is committed to conducting its
business, in an efficient and responsible manner, in
line with current best practice guidelines for the mining
and mineral exploration sectors and international
investment. We will integrate environmental,
social and health and safety considerations to
maintain our ‘social licence to operate’ in all our
business, planning and investment activities.
•
We take seriously our environmental responsibilities,
keeping sustainability at the forefront of our objectives.
Panther has adopted and seeks alignment with the
best practices and principals of e3 Plus: A Framework
for Responsible Exploration as set out by the
Prospectors and Developers Association of Canada
and the International Council on Mining and Metals
Sustainable Development Framework (the ICMM
10 Principles).
•
We recognise the importance of broad engagement,
respecting and communicating at every level with
interested and affected parties, in particular First
Nations and other environmental stakeholders.
•
We work to highest standards and maintain full
transparency. We demand our network and suppliers
follow our own objectives. The Panther employs a
stringent selection and risk assessment process
whereby suppliers are only appointed who fully
comply with our corporate and ethical standards
(including modern slavery and human trafficking)..
•
The Company aims to ensure that the Company
and its employees, agents, and business partners
comply with all relevant anti-bribery laws and
regulations and prohibits any form of bribery, including
giving, offering, promising, or receiving bribes.
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
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Section 172 Statement
The Directors of Panther Metals PLC recognise
their duty under Section 172 of the Companies Act
2006 (Isle of Man) to promote the success of the
Group for the benefit of its members as a whole.
In carrying out this duty, the Board considers the
long-term consequences of its decisions and the
interests of a wide range of stakeholders, including
shareholders, employees, suppliers, partners,
local communities, and the environment. The
following outlines how these considerations have
informed Board decision-making during the year.
Long-Term Decision-Making
The Board’s strategic focus is on positioning Panther
Metals PLC for sustainable long-term growth,
underpinned by disciplined capital allocation and
portfolio development. Each significant decision is
assessed for its potential to strengthen the Group’s
operational base and financial resilience. During 2025,
this included advancing our strategy and presence in
Canada through the formation of new partnerships, all
with a view to establishing a stable, cash-generative
business over time and pursuing a dual listing.
Stakeholder Engagement
The Board recognises that strong relationships with
stakeholders are vital to sustainable success. The
Company maintains open channels of communication
with shareholders and other interested parties
through investor updates, meetings, and digital
engagement. Feedback received from these
interactions informs strategy and operational planning.
•
Shareholders: The Board seeks to provide clear,
consistent, and timely information regarding the
Group’s activities, financial performance, and
outlook. Investor input plays an active role in shaping
the Company’s approach to growth and capital
management.
•
Communities and Partners: In Canada the Group
remains conscious of its role within the local operating
environment. The Board seeks to ensure that its
activities contribute positively to host communities
through responsible practices, local collaboration, and
respect for local regulations.
Environmental Responsibility
The Board is committed to operating responsibly and
to minimising the environmental impact of its activities.
As the Group advances its exploration activities,
environmental and regulatory considerations are
integrated into project planning and execution, reflecting
our recognition of the global transition toward more
sustainable systems.
High Standards of Business Conduct
Integrity and transparency underpin all aspects of the
Group’s operations. The Company maintains policies and
controls designed to ensure compliance with applicable
laws and regulations, including a zero-tolerance stance
on bribery and corruption.
Risk Management and Resilience
The Board has established a structured risk management
framework to identify, assess, and mitigate key
operational, financial, and strategic risks. This framework
supports sound decision-making, protects shareholder
value, and enhances the Group’s resilience as it
progresses through its development phase.
Conclusion
The Directors remain committed to promoting the long-
term success of the Group through responsible
governance, transparent communication, and thoughtful
engagement with all stakeholders. Decisions are made
with due regard to the wider economic, environmental,
and social impact of the Group’s activities, ensuring
that Panther Metals PLC continues to build value on a
sustainable and ethical foundation.
By order of the Board
Nicholas O’Reilly
Executive Chairman
17 April 2026
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
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QCA CODE 2023 PRINCIPLES
FOR THE YEAR ENDED 31 DECEMBER 2025
The Board is committed to maintaining high standards of corporate governance and in this it is guided by the
Quoted Companies Alliance’s Corporate Governance Code 2023 (the “QCA Code”). The QCA Code sets out ten
principles that are listed below together with a short explanation of how the Group applies each of the principles
and reasons for any non-compliance.
Principle Panther’s Application
Establish a purpose,
strategy and business
model which
promotes long-term
value for shareholders
Panther follows a medium to long-term corporate strategy, with the objective
of identifying and developing natural resource investments, with attractive risk
weighted return profiles. The Group has embarked on early-stage exploration
projects (Obonga and Dotted Lake) with higher risk and larger upside as well as
more mature and conservative investments with near-term cash flow potential
(Winston Tailings Project). The Group seeks to grow its business and make
acquisitions and disposals to crystalise gains and enhance shareholder value.
The details of the Company’s strategy and the key
challenges are set out in the Strategic Report.
Promote a corporate
culture that is based
on ethical values
and behaviours
The Group aims to ensure an open and respectful dialogue with shareholders
and other interested parties for them to have the opportunity to express their
views and expectations for the Group. In this dialogue, the importance of sound
ethical values and behaviour is emphasised, both because it is important if
the Group is to successfully achieve its corporate objectives that this culture
is transmitted through the organisation, and also to set a benchmark and
send a signal how it will operate in the Isle of Man, UK and Canada.
This culture of transparency is supported by the Board and feeds through
into the Company’s ethos, strategy and objectives across the business.
The Group has adopted an Anti-Corruption and Bribery Policy, Whistleblowing Policy,
HR and H&S Policies that dictate acceptable behaviour as well as the Share Dealing
Code for Directors and employees, required for the Main Market listed companies
and in accordance with the requirements of the UK Market Abuse Regulations
The Group has a zero-tolerance approach to bribery and corruption and has an Anti-
Bribery Policy in place to protect the Group, its directors and those third parties to which
the business engages with. The Board are reminded of their obligations regularly.
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QCA CODE 2023 PRINCIPLES
FOR THE YEAR ENDED 31 DECEMBER 2025
Principle Panther’s Application
Seek to understand
and meet shareholder
needs and
expectations.
The Board is committed to maintaining good communications with
its shareholders and with investors with a view to understanding their
needs and expectations. The Board, and particularly the Chief Executive
Officer, maintain close contact with many of the shareholders.
All shareholders are encouraged to attend the Company’s Annual General Meetings
where they can meet and directly communicate with the Board. Shareholders and
investors are also able to meet with members of the Board at investor presentations
where up to date corporate presentations may be made after which members of
the Board are available to answer questions from shareholders and investors.
The Company publishes an Annual Report and Financial Statements and an Interim
Results Announcement both of which are posted to the Company’s website.
Annual Report and Financial Statements provides shareholders and investors with
details of the Company’s Financial Statements for the financial year or period under
review together with the Strategic and Directors’ Reports and other reports.
The Company also provides regular regulatory announcements and
business updates through the Regulatory News Service (RNS) and copies
of such announcements are posted to the Company’s website.
Shareholders and investors also have access to information on the Group through
the Company’s website, www.panthermetals.co.uk which is updated on a regular
basis, and which also includes the latest corporate presentation on the Group.
Take into account
wider stakeholder and
social responsibilities
and their implications
for long-term success
Panther recognises its duties to stakeholders, whether at the Isle of
Man Parent Company or Canadian subsidiary level, and exploration
and tailings project level business partners, consultants and contractors
as well as suppliers, service providers and regulators.
Panther strives to be a responsible corporate citizen in the Isle of Man, UK and
Canada and has established a range of processes and systems to ensure that there is
ongoing two-way communication, control and feedback processes in place to enable
appropriate and timely responses to stakeholder needs interests and expectations.
Details of the Company’s stakeholders are considered under s172 disclosures
on page 58. The KPIs are set out on page 40 of the Strategic Report.
The Board is very aware of the significance of social, environmental and
ethical matters affecting the business of the Group. Our Environmental,
Social and Governance Commitments are set out on page 57.
Embed effective
risk management,
internal controls and
assurance activities,
considering both
opportunities and
threats, throughout
the organisation
The Board regularly reviews its business strategy and identifies and evaluates
the risks and uncertainties which the Group is or may be exposed to. As a
result of such reviews, the Board will take steps to manage risks or seek to
remove or reduce the Group’s exposure to them as much as possible.
The risks and uncertainties to which the Group is exposed at present and in the
foreseeable future are detailed in Principal Risks and Uncertainties in the Strategic Report.
The Company has a system of financial controls and reporting procedures in place
which are considered to be appropriate given the size and structure of the Group.
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QCA CODE 2023 PRINCIPLES
FOR THE YEAR ENDED 31 DECEMBER 2025
Principle Panther’s Application
Establish and maintain
the board as a well-
functioning, balanced
team led by the chair
The QCA Code requires that the boards of listed companies have an appropriate
balance between executive and non-executive directors. The QCA Code further
states that at least two of the non-executive directors should be independent.
As a result, the Board currently comprises of five Directors with a 3:2
balance of Executive Directors and Non- Executive Directors. Simon
Rothchild and Tracy Hughes (Donna-Belen Humphreys post 1
April 2026) are both Independent Directors on the Board.
The Board, led by the Chair, has the necessary skills and knowledge to discharge
their duties and responsibilities effectively. The Board is responsible for formulating,
reviewing and approving the Group’s strategy, financial activities and operational
performance. Day to day management is delegated to the Executive Directors,
responsible for consulting the Board on all significant financial and operational matters.
The Board approves project budgets and amendments to it, issues of
shares or other securities and all significant acquisitions and disposals.
The Board meets as regularly as necessary, typically monthly. The attendance of the
Board and Committee meetings are set out in on page 53 of the Annual Report.
The Board is supported by the Remuneration, Audit and Nominee
Committees, details of which are set out on page 53.
The Company recognises that under the 2023 QCA Code all directors are to
stand for re-election at each AGM. This is carried out routinely at each AGM.
The Board consists of five Directors: three Executive and two Non-Executives
and the Group believes that there is a strong balance of resource sector,
technical, financial, accounting, legal and public markets skills.
The profiles of the Board of Directors are included on
page 54 and 55 of the Annual Report.
Where appropriate the Board appoints advisors to assist it in carrying out its strategy
including geologists, mining experts, corporate brokers, accountants and lawyers.
The Company has issued share options to non-executive directors. It
is considered that the level of the awards are not sufficiently material to
have an effect on the independence of the non-executive directors.
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Principle Panther’s Application
Maintain appropriate
governance structures
and ensure that
individually and
collectively the
directors have the
necessary up-to-date
experience, skills
and capabilities
The Group’s governance structure, including matters reserved for the
Board, is set out on pages 51 to 52 of the Annual Report.
Whilst the Board has not undertaken collectively any formal training, this is
something that will be considered as the business grows and the Board is further
established. Tracy Hughes has undertaken formal Non Executive Director training.
The Directors have a wide knowledge of the business and requirements of Directors’
fiduciary duties. The Directors receive briefings and updates from the Group’s advisors
(legal, auditors, and broker) on developments and initiatives as they deem appropriate.
The Group’s auditors brief the Audit Committee on accounting
and regulatory developments, impacting the Group.
Individual Directors may engage external advisors at the expense of the
Group upon approval by the Board in appropriate circumstances.
Evaluate board
performance
based on clear and
relevant objectives,
seeking continuous
improvement
The Board’s performance is reviewed and considered in the light of the progress and
achievements against the Group’s long-term strategy and its strategic objectives.
However, given the size and nature of the Group, the Board does not
currently have a formal performance evaluation procedure in place but
intends to implement a process in 2026 with effect from 2027.
Establish a
remuneration policy
which is supportive
of long-term value
creation and the
company’s purpose,
strategy and culture.
Details of the Executive’s Remuneration is set out in the Directors Report on
page 72. As the business develops consideration will be given to putting the
Remuneration Report to a separate shareholder advisory vote at the AGM
Communicate
how the company
is governed and
is performing by
maintaining a dialogue
with shareholders and
other key stakeholder
The Board recognises that it is accountable to shareholders for the performance
and activities of the Group and Group and, to this end, is committed to
providing effective communication with the shareholders of the Group.
The Group’s financial and operational performance are summarised in the Annual Report
and the Interim Report, with regular updates on significant matters are disseminated
to the shareholders via Stock Exchange announcements. The Group’s stakeholders
are kept up to date through descriptions of projects, press comments, broker notes,
video updates and various presentations published on the Group’s website.
QCA CODE 2023 PRINCIPLES
FOR THE YEAR ENDED 31 DECEMBER 2025
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DIRECTOR’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The Directors present their report together with the audited
financial statements for the year ended 31 December 2025.
A review of the business and principal risks and
uncertainties has been included in the Strategic Report.
Dividends
The Directors do not recommend a dividend.
Directors
The Directors with their respective dates of service in the
period and after the year end are as follows:
Simon Rothschild (1 January 2025 to date)
Darren Hazelwood (1 January 2025 to date)
Nicholas O’Reilly (1 January 2025 to date)
Tracy Hughes (1 January 2025 to 1 April 2026)
Katherine O’Reilly (1 January 2025 to date)
Donna-Belen Humphreys (1 April 2026 to date)
Future Developments
The future developments of the business are set out in
the Strategic Report under “Post Year End Developments”
and are incorporated into this report by reference.
Financial Instruments
Details of the Group’s financial instruments are given
in note 20.
Substantial Shareholders
The Directors are aware of the following
shareholdings of 3% or more of the issued share
capital of the Company as at 31 March 2026:
Number of
Ordinary
Shares
% of
Share
Capital
Ian and Katy Bagnall 730,000 8.4%
Adrian Crucefix 620,000 7.1%
Richard and Charlotte Edwards 508,052 5.9%
Darren and Kerry Hazelwood 431,529 5.0%
Directors’ remuneration
The remuneration of the Directors has been fixed by
the Board as a whole. The Board seeks to provide
appropriate reward for the skill and time commitment
required to retain the right calibre of Director without
paying more than is necessary.
Details of Directors’ fees and of payments made
for professional services rendered are set out in the
Directors’ Remuneration Report.
Political and Charitable Donations
The Company made no political and charitable donations
(2024: £nil) during the reporting period.
Financial Risk Management
Objectives and Policies
Details of the Group’s financial risk management
objectives and policies are set out in note 20 to these
financial statements.
Going Concern
As a junior exploration company, the Directors are
aware that the Company must seek funds from the
market in the next 12 months to meet its investment and
exploration plans and to maintain its listing status.
The Group’s reliance on a successful fundraising
presents a material uncertainty that may cast doubt on
the Group’s ability to continue to operate as planned and
to pay its liabilities as they fall due for a period not less
than twelve months from the date of this report.
The following transactions in the year ended 31
December 2025 have given rise to funding inflows
•
On 20 January 2025, the Company announced
the completion of a conditional placing of 910,000
ordinary shares of no par value (the “Placing
Shares”) at a price of 50 pence per Placing
Share (the “Placing Price”) in a placing (the
“Placing”), raising gross proceeds of £455,000.
Each Placing Share was issued with one warrant
attached entitling the holder to subscribe for one
new ordinary share at a price of 75 pence (the
“Warrants”). The Warrants have a life of 36 months
from the date of Admission on 28 February 2025.
The shares were admitted on 28 February 2025.
•
On 28 October 2025 the Company announced that
it has raised gross proceeds of £600,000 (before
expenses) via an allotment to Darren Hazelwood of
1,000,000 new ordinary shares of no par value each
in the capital of the Company at a price of 60 pence
per ordinary share. The shares were admitted on 31
October 2025.
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DIRECTOR’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
•
On 30 October 2025 the Company announced
that it had raised gross proceeds of approximately
£55,570 pursuant to a WRAP Retail Offer, alongside
the October 2025 placing. The Company issued a
total of 92,616 new Ordinary Shares at a price of 60
pence per ordinary share.
•
On 24 June 2025, the Company announced it had
received notice of exercise of a total of 106,666
warrants with an exercise price of 75p per share,
raising £80,000 for the Company. The Company
made applications for 106,666 new Ordinary Shares
to be admitted to listing and Admission took place on
30 June 2025.
•
On 30 June 2025, the Company announced
that Executive Chairman, Nicholas O’Reilly, and
Chief Executive Officer, Darren Hazelwood, have
undertaken a direct share subscription with the
Company for a total of £132,000 at the market
mid-price of 69p. Mr Hazelwood subscribed for a
total of 155,072 new shares for a consideration of
£107,000.00, taking his and Mrs Hazelwood’s total
holding to 7.32% of the issued share capital in the
Company. Mr O’Reilly subscribed for a total of 36,232
new shares for a consideration of £25,000.00,
taking his total holding to 113,305 Ordinary Shares
equivalent to 1.92% of the issued share capital in the
Company. The total number of Ordinary Shares in
issue following Admission was 5,891,370.
As at the year-end date the Group had total cash
reserves of £71,085 (2024: £17,536).
On 9 February 2026 the Company announced that
it has raised gross proceeds of £1,190,000 (before
expenses) through a placing of 1,700,000 ordinary
shares of no par value at a price of 70 pence (the
“Placing Price”). The Placing, which received substantial
backing from new and existing institutional investors and
existing shareholders of the Company, was significantly
oversubscribed and subject to scale back. The shares
were admitted on 16 February 2026.
The Directors are aware of the reliance on fundraising
within the next 12 months and therefore consider that
a material uncertainty exists as to the Company’s ability
to continue as a going concern. Having reviewed the
Group’s working capital forecasts they believe the
Group is well placed to manage its business risks
successfully providing the fundraising is successful. The
financial statements have been prepared on a going
concern basis and do not include adjustments that
would result if the Group were unable to continue in
operation. However the Company may need to obtain
further funding over the 12 months following the date of
approval of the financial statements. The auditors have
made reference to this material uncertainty in their audit
report on page 76.
Internal Control
The Directors acknowledge they are responsible for the
Group’s system of internal control and for reviewing the
effectiveness of these systems. The risk management
process and systems of internal control are designed
to manage rather than eliminate the risk of the Group
failing to achieve its strategic objectives. It should
be recognised that such systems can only provide
reasonable and not absolute assurance against material
misstatement or loss.
The Company and its subsidiaries have well established
procedures which are considered adequate given the
size of the individual businesses.
Disclosure of Information to the Auditor
Each of the persons who is a director at the date of
approval of this Annual Report confirms that:
•
so far as the director is aware, there is no relevant
audit information of which the Company’s auditors are
unaware; and
•
the director has taken all the steps that he ought to
have taken as a director in order to make himself
aware of any relevant audit information and to
establish that the Company’s auditors are aware of
that information.
Auditors
On 13 February 2026 the Company announced that the
board approved the appointment of PKF Littlejohn LLP
as the Company’s external auditors for the financial year
ending 31 December 2025. Given PKF are registered
with the Canadian Public Accountability Board, the
board approved their appointment as the most suitable
candidate given the Company’s current plans for a dual
listing in Canada.
PKF’s appointment as external auditor will be subject
to approval by the Company’s shareholders at the
Company’s 2026 annual general meeting. The
Company’s existing auditors, Keelings Limited, ceased to
hold office with immediate effect.
By order of the Board
D Hazelwood
Chief Executive Officer
17 April 2026
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STATEMENT OF DIRECTOR’S RESPONSIBILITIES
FOR THE YEAR ENDED 31 DECEMBER 2025
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Report
and the financial statements in accordance with
applicable law and regulations. Company law requires
the Directors to prepare financial statements for each
financial period. Under that law the directors have elected
to prepare the financial statements in accordance with
UK adopted International Accounting Standards. Under
company law the directors must not approve the financial
statements unless they are satisfied that they give a true
and fair view of the state of affairs of the Company and
of the profit or loss of the Company for that period. In
preparing these financial statements, the directors are
required to:
•
Select suitable accounting policies and then apply
them consistently;
•
Make judgements and estimates that are
reasonable, relevant, reliable and prudent;
•
State whether the financial statements have
been prepared in accordance with UK-adopted
international accounting standards; and
•
Prepare the financial statements on the going
concern basis unless it is inappropriate to presume
that the group and company will continue in
business
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Group’s transactions and disclose with
reasonable accuracy at any time the financial position of
the Group. They are also responsible for safeguarding
the assets of the Group and hence for taking
reasonable steps for the prevention and detection
of fraud and other irregularities. Legislation in the Isle
of Man governing the preparation and dissemination
of financial statements may differ from legislation in
other jurisdictions. They are further responsible for
ensuring that the Strategic Report and the Director’s
Report and other information included in the Annual
Report and Financial Statements is prepared in
accordance with applicable law in the Isle of Man and
certain applicable provisions of the Listing Rules of
the UK Financial Conduct Authority and the Disclosure
Guidance and Transparency Rules. The Directors, after
making enquiries, have a reasonable expectation that
the Company has adequate resources to continue in
operational existence for the foreseeable future. They
therefore continue to adopt the going concern basis in
preparing the accounts.
The maintenance and integrity of the Panther Metals
PLC website is the responsibility of the Directors. The
Directors’ responsibility also extends to the ongoing
integrity of the financial statements contained therein.
The work carried out by the independent auditors does
not involve the consideration of these matters and,
accordingly, the independent auditors accept no
responsibility for any changes that may have occurred in
the accounts since they were initially presented on the
Panther Metals PLC website. Legislation in the United
Kingdom governing the preparation and dissemination
of the accounts and other information included in annual
reports may differ from legislation in other jurisdictions.
Responsibility statement
We confirm that, to the best of our knowledge:
•
the financial statements, prepared in accordance
with UK-IAS, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the
company and the undertakings included in the
consolidation taken as a whole; and
•
the Annual report and financial statements includes
a fair review of the development and performance
of the business and the position of the company
and the undertakings included in the consolidation
taken as a whole, together with a description of the
principal risks and uncertainties that they face.
By order of the Board
D Hazelwood
Chief Executive Officer
17 April 2026
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DIRECTOR’S REMUNERATION REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The Directors’ Remuneration Report comprises
three sections:
1) The Annual Statement from the Chair
of the Remuneration Committee;
2) Remuneration Policy; and
3) The Annual Report on Remuneration.
The items included in the Directors’ Remuneration
Report are audited unless otherwise stated.
Annual Statement from the Chair of
the Remuneration Committee
The Company has established a Remuneration
Committee which is responsible for reviewing,
determining, and recommending to the Board the
future policy for the remuneration of the directors,
the scale and structure of the directors’ fees,
considering the interests of shareholders and the
performance of the Company and directors.
The Remuneration Committee which comprised
Tracy Hughes as Chairman (previously Nicholas
O’Reilly), Katherine O’Reilly and Simon Rothschild
during the year ended 31 December 2025
and Donna-Belen Humphreys as Chair from 1
April 2026, will meet at least once a year.
Major Decisions on Directors’ Remuneration
during the Financial Year -y/e 31 December 2025
On 26 November 2025 the Company announced
the appointment of Katherine O’Reilly as Chief
Financial Officer of the Company. Katherine
previously held a Non-Executive Director position.
Major Decisions on Directors’ Remuneration
after the Financial Year- y/e 31 December 2025
On 31 March 2026 Katherine O’Reilly was invited
to participate in the Growth Reward Scheme
on the same basis as Darren Hazelwood and
Nicholas O’Reilly. There were no other major
decisions on Directors’ Remuneration taken
after the year ended 31 December 2025.
Director Incentivisation Structures
Share Option Plan
The Company established a Share Options Plan
which was approved by the Board in May 2018, as
amended on January 8, 2026, and is designed for
selected employees, officers, directors, consultants
and contractors, to incentivise such individuals to
contribute toward the Company’s long-term goals, and
to encourage such individuals to acquire Shares as long-
term investments. The Share Option Plan is administered
by the Board. Currently a total of 252,000 Options
have been granted and are outstanding under the Share
Option Plan to current Directors, executives and to
certain consultants. All of these options have an exercise
price between £1.50 and £3.75 per Ordinary Share.
Eligibility
All executive Directors and employees of the Company
and any of its subsidiaries are eligible to participate
in the Share Option Plan. A non-employee sub-plan
under the Share Option Plan permits option grants to
individuals who provide advisory or consultancy services
to the Company and to Non-Executive Directors. The
Remuneration Committee selects the individuals to
whom options are to be granted from time to time.
Grant of options
Options may be granted during any period of 42 days
immediately following a closed period or during any
other period in which the Remuneration Committee
has decided to grant options due to exceptional
circumstances which justify such a decision.
Exercise price and adjustments to options
The exercise price per Ordinary Share will be the amount
specified by the Remuneration Committee. If the Ordinary
Shares are newly issued the exercise price may not be
less than the nominal value of an Ordinary Share. In the
event of any variation in the share capital of the Company
the exercise price and/or the number of Ordinary Shares
comprised in each option may be adjusted as the
Remuneration Committee determines. No adjustment
may be made which will reduce the exercise price
below the nominal value of an Ordinary Share.
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DIRECTOR’S REMUNERATION REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
Rights and restrictions
An option granted under the Share Option Plan is not
transferable. The option certificate will specify when the
option will lapse and such date may not be later than the
tenth anniversary of its date of grant.
Save as otherwise set out in the option certificate, if the
participant ceases to be employed by the Company,
his option may be exercised within 12 months after
such cessation or transfer. In the event of the death of a
participant, the personal representatives of a participant
may exercise his option within 12 months after the date
of death. The extent to which an option may be exercised
in these circumstances will be determined by reference
to any exercise conditions and time vesting provisions
set out in the option certificate unless the Remuneration
Committee decides otherwise and is satisfied that any
waiver of such provisions does not constitute a reward
for failure.
Growth Reward Scheme
The Company operates a Growth Reward Scheme in
which Darren Hazelwood and Nicholas O’Reilly, are
entitled to participate from November 1, 2024 and
Katherine O’Reilly is entitled to participate from 31
March 2026. The Growth Reward Scheme is a mix of
share option awards at an exercise price of £1.375
per Ordinary Share and cash bonuses dependent on
achieving market capitalisation milestones over a vesting
period of 3 years. No awards have yet vested under the
Growth Reward Scheme. Options lapse 10 years after
the grant date.
In October 2024 the Board approved the creation of
the Company’s Long Term Incentive Plan (“LTIP”) with
Company Share Option Plan (“CSOP”). Any share
options that are due under the Growth Reward Scheme
will be awarded under the Share Option Plan, the LTIP
and/or the CSOP. The following awards have been
made under the Growth Reward Scheme to each of
Darren Hazelwood (November 2024) , Nicholas O’Reilly
(November 2024) and Katherine O’Reilly (March 2026):
Market Capitalisation
(£M)
Number of
£1.375 Options
Cash Bonus
(£M)
30
80,000 -
50
80,000 -
100
160,000 1
150
80,000 -
250
160,000 2
400
80,000 -
500
160,000 10
650
80,000 -
800
80,000 -
1,000
160,000 25
Total 1,120,000 38
The valuation methodology applied in relation to the
Growth Reward Scheme and the accounting treatment
adopted is set out in note 19 to the Group Financial
Statements on page 102.
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DIRECTOR’S REMUNERATION REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
Remuneration Policy
The Directors’ Remuneration Policy, which is
set out on pages 70 to 71 of this report, was
submitted to shareholders for approval at the
AGM and such approval was obtained.
A key objective of the Directors’ Remuneration Policy
is to align the interests of the Directors to the long-term
interests of the shareholders, and it aims to support a
high-performance culture with appropriate reward for
superior performance, without creating incentives that
will encourage excessive risk taking or unsustainable
company performance. This will be underpinned through
the implementation and operation of incentive plans.
Remuneration Components
The Company remunerates Directors in line with best
market practice in the industry in which it operates.
The components of Director remuneration that are
considered by the Board for the remuneration of
directors in future years are likely to consist of:
•
Base salaries;
•
Pension and other benefits;
•
Annual bonus; and
•
Share Incentive arrangements
All such contracts impose certain restrictions as
regards the use of confidential information and
intellectual property and the executive Director’s
service contract imposes restrictive covenants which
apply following the termination of the agreements.
The Company has established a workplace
pension scheme, but it does not presently
have any employees qualifying under the auto-
enrolment pension rules who have not opted out
of the scheme. It does not currently pay pension
amounts in relation to Directors’ Remuneration. The
Company has not paid out any excess retirement
benefits to any Directors or past Directors.
Save for the Growth Reward Scheme, the
Company does not currently have bonus
schemes in place for any of the Directors.
The Company’s share options plans are
summarised on pages 68 and 69 and comprise
•
The Share Option Plan which was
approved by the Board in May 2018,
as amended on January 8, 2026
•
The Company’s Long Term Incentive Plan (“LTIP”)
with Company Share Option Plan (“CSOP”)
approved by the board in October 2024.
Recruitment Policy
Base salary levels consider market data for the
relevant role, internal relativities, their individual
experience and their current base salary. Where
an individual is recruited at below market norms,
they may be re-aligned over time, subject to
performance in the role. Benefits will generally
be in accordance with the approved policy. For
external and internal appointments, the Board may
agree that the Company will meet certain relocation
and/or incidental expenses as appropriate.
Payment for loss of Office
If a service contract is to be terminated, the
Company will determine such mitigation as it
considers fair and reasonable in each case.
The Company reserves the right to make additional
payments where such payments are made in good
faith in discharge of an existing legal obligation (or by
way of damages for breach of such an obligation);
or by way of settlement or compromise of any
claim arising in connection with the termination of
an executive director’s office or employment.
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DIRECTOR’S REMUNERATION REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
Service Agreements and Letters of Appointment
The terms of all the directors’ appointments are subject to their re-election by the Company’s shareholders at AGM at
which certain of the directors will retire on a rotational basis and offer themselves for re-election.
The Executive Director’s service agreements are set out in the table below. The agreements are not for a fixed term and
may be terminated by either the Company or the executive director on giving appropriate notice. On 1 November 2024
Darren Hazelwood and Nicholas O’Reilly entered into new service agreements. Nicholas O’Reilly became Executive
Chairman from this date. On 25 November 2025 Katherine O’Reilly was appointed CFO of the Company. An executive
service agreement for K O’Reilly was put in place on 31 March 2026 which also entitled K O’Reilly to become a member
of the Company’s Growth Reward Scheme on the same terms as D Hazelwood and N O’Reilly.
Details of the terms of the agreement for each executive director are set out below:
Name
Date of current
service agreement
Length of
Service from
Notice period by
Company (months)
Notice period by
director (months)
D Hazelwood 1 November 2024 6 January 2020 6 months 6 months
N O’Reilly 1 November 2024 6 January 2020 6 months 6 months
K O’Reilly 31 March 2026 1 November 2023 6 months 6 months
The Non-Executive Directors of the Company have been appointed by letters of appointment. Each Non-Executive
Director’s term of office is expected to run for two three-year periods and thereafter, with the approval of the Board, will
continue subject to periodic retirement and re-election or termination or retirement in accordance with the terms of the
letters of appointment.
The details of each non-executive director’s current terms are set out below:
Name
Date of letter of
appointment
Current term
(years)
Notice period by
Company (months)
Notice period by
director (months)
S Rothschild 4 December 2018 7 3 months 3 months
D Humphreys 1 April 2026 1 3 months 3 months
T Hughes resigned on 1 April 2026. The Company confirms that Tracy Hughes will receive a payment in lieu of her
notice period in accordance with the terms of her engagement. She will retain her existing options over ordinary shares
of no par value each in the Company, which will continue to vest in accordance with the terms of their grant.
Consideration of Shareholder Views
The Board considers shareholder feedback received and guidance from shareholder bodies. This feedback, plus any
additional feedback received from time to time, is considered as part of the Company’s annual policy on remuneration.
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DIRECTOR’S REMUNERATION REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The Annual Report on Remuneration
Single figure of remuneration for Directors (audited) 2025
The table below sets out a single figure for the total remuneration received for the last two financial years by each
Executive and Non-Executive Director who served in the year ended 31 December 2025:
Salaries
£2025
Salaries
£2024
Total
Total
Executive Directors
D Hazelwood 110,000 104,167
N O’Reilly 40,000 36,667
K O’Reilly 12,000 -
Total Executive
162,000 140,834
Non-Executive Directors
S Rothschild 12,000 12,000
K O’Reilly - 12,000
T Hughes 12,000 12,000
Total Non- Executive 24,000 36,000
Total Directors 186,000 176,834
Directors Beneficial Share Interests – audited
The beneficial interests in the Company’s shares of the Directors and their families were as follows:
Held at 31 December 2025 Held at 31 December 2024
Ordinary Shares
No
Ordinary Shares
No
D Hazelwood 431,529 255,389
S Rothschild 31,426 24,000
N O’Reilly 113,305 83,737
On 30 June 2025 the Company announced that Executive Chairman, Nicholas O’Reilly, and Chief Executive Officer,
Darren Hazelwood, had undertaken a direct share subscription with the Company for a total of £132,000 at the market
mid-price of 69p. Mr Hazelwood subscribed for a total of 155,072 new shares for a consideration of £107,000. Mr
O’Reilly subscribed for a total of 36,232 new shares for a consideration of £25,000.
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DIRECTOR’S REMUNERATION REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The following share options and warrants were issued to directors to subscribe for Ordinary Shares. The number of
share options and warrants are shown after the Share Consolidation.
Held at
31 December 2025
Held at
31 December 2024
Management Options (August 2021)
D Hazelwood 50,000 50,000
N O’Reilly
50,000 50,000
S Rothschild
10,000 10,000
K O’Reilly
4,000 4,000
Options held by former directors 70,000 70,000
184,000 184,000
Management Options (November 2023)
K O’Reilly 24,000 24,000
T Hughes (resigned 1 April 2026) 24,000 24,000
48,000 48,000
Growth Reward Scheme (November 2024)
D Hazelwood 1,120,000 1,120,000
N O’Reilly 1,120,000 1,120,000
2,240,000 2,240,000
On 20 August 2021, the Company announced the grant of 4,600,000 (184,000 post consolidation) options to the
Panther management team consisting of directors and staff members. All the options have a 5-year term from the date
of grant and an exercise price of £3.75 per share. The options all are subject to the vesting condition of the price of the
Company’s ordinary shares at a volume weighted average price of £7.50 per share over any period of 120 trading days
during the life of the options. K Sener, M Smith and K Asling retained their options post resignation.
On 1 November 2023, the Company announced the grant of 1,200,000 (48,000 post consolidation) options to new
directors T Hughes and K O’Reilly. All the options have a 5-year term from the date of grant and an exercise price of
£1.50 per share. K O’Reilly is also in receipt of 100,000 (4,000 post consolidation) options relating to the August 2021
grant. T Hughes retained her options post resignation.
Details on the Growth Reward Scheme can be found on page 69 of the Directors’ Report and on page 103 of the
Financial Statements.
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ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
DIRECTOR’S REMUNERATION REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
Review of past performance - Alignment of reward and Total Shareholder Return:
This graph shows a comparison the Company’s total shareholder return (share price growth plus dividends- converted
so like for like post consolidation) with that of the FTSE 350 Mining Index. The FTSE 350 Mining Index was selected as it
provides a comparison of the Company’s performance relative to the other companies in its sector.
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75
DIRECTOR’S REMUNERATION REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
Chief Executive’s single figure of remuneration and variable pay outcomes
The table below shows the Chief Executive’s single figure of remuneration and variable pay outcomes over the same
period as the graph above
2021 2022 2023 2024 2025
D Hazelwood
£ £ £ £ £
CEO Single Figure of Remuneration
1
77,585 75,000 75,000 104,167 110,000
Annual Bonus nil nil nil nil nil
Share Based payments vesting
(% of maximum)
N/A N/A 0% 0% 0%
1
Awards within the CEO Single Figure of Remuneration are captured in the year that performance periods have ended, i.e., when they vest. 2020
figure: relates to 100% of the warrants granted on 9 January 2020 which vested on the same date. 2019 figure: relates to 100% of the warrants
granted on 22 July 2019 which vested on the same date. 2018 figure: relates to 100% of the warrants granted on 22 July 2019 which vested on the
same date. The value of all these awards has been calculated using the share price at date of introduction to the Main Market as NEX prices are not
an appropriate reflection of value.
CEO Pay Ratio
UK reporting regulations require companies with 250 employees or more to publish information on the pay ratio of the
Group CEO to UK employees. The Company does not have any employees and therefore is not required to publish
this information.
Relative Importance of Spend on Pay
The table below illustrates a comparison between directors’ total remuneration to distributions
to shareholders and loss before tax for the financial period ended 31 December 2025:
Distributions to
shareholders
£
Total
director pay
£
Operational
cash outflow
£
Year ended 31 December 2025 nil 186,000 1,148,786
Total director remuneration includes fees for directors in continuing operations.
Operational cash outflow has been shown in the table above as cash flow monitoring and forecasting in an important
consideration for the Board when determining cash-based remuneration for directors and employees.
Approved on behalf of the Board of Directors.
Katherine O’Reilly
Chief Financial Officer
17 April 2026
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ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
Opinion
We have audited the group financial statements of
Panther Metals Plc (the ‘group’) for the year ended
31 December 2025 which comprise the Consolidated
Statement of Comprehensive Income, the Consolidated
Statement of Financial Position, the Consolidated
Statement of Cash Flows, the Consolidated Statement
of Changes in Equity, and notes to the financial
statements, including significant accounting policies.
The financial reporting framework that has been applied
in their preparation is applicable law and UK-adopted
international accounting standards.
In our opinion, the group financial statements:
- give a true and fair view of the state of the Group’s
and of the Parent Company’s affairs as at 31
December 2025 and of the Group’s loss for the year
then ended;
- have been properly prepared in accordance with
UK-adopted international accounting standards; and
- have been prepared in accordance with the
requirements of Isle of Man Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the
audit of the financial statements section of our report.
We are independent of the group in accordance with the
ethical requirements that are relevant to our audit of the
financial statements in the UK, including the FRC’s Ethical
Standard as applied to listed entities, and we have
fulfilled our other ethical responsibilities in accordance
with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Material uncertainty related
to going concern
We draw attention to note 1.2 in the financial statements,
which indicates that the group is reliant on seeking funds
from the market within the next 12 months in order to
meet investment and exploration plans. As stated in note
1.2, these events or conditions, along with the other
matters as set forth in note 1.2, indicate that a material
uncertainty exists that may cast significant doubt on
the group’s ability to continue as a going concern. Our
opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded
that the directors’ use of the going concern basis of
accounting in the preparation of the financial statements is
appropriate. Our evaluation of the directors’ assessment
of the group’s ability to continue to adopt the going
concern basis of accounting included the following:
- Obtaining and reviewing the group cash flow
forecast which has been prepared by the directors
until December 2027;
- Challenging and corroborating the key assumptions
included in the cash flow forecast and agreeing the
key inputs to supporting documentation as well as
assessing reasonableness based on information
obtained during the course of the audit;
- Considering the impact of key events in the year and
post-year end;
- Assessing accuracy and completeness of
forecasting through comparison of prior year
forecast to actual results, and through comparison
of forecast financial information to 2026 year to date
information; and
- Reviewing and considering the adequacy of the
disclosure within the financial statements relating
to the directors’ assessment of the going concern
basis of preparation.
Our responsibilities and the responsibilities of the
directors with respect to going concern are described in
the relevant sections of this report.
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF PANTHER METALS PLC
FOR THE YEAR ENDED 31 DECEMBER 2025
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77
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF PANTHER METALS PLC
FOR THE YEAR ENDED 31 DECEMBER 2025
Our application of materiality
Materiality for the group financial statements as a
whole was set at £45,000, using a benchmark of 2%
of net assets. Our procedures on individual classes of
transactions, account balances and disclosures were
performed to a lower threshold, performance materiality,
so as to reduce the probability that the aggregate of
uncorrected and undetected misstatements exceeds
materiality for the financial statement as a whole to an
appropriately low level. Performance materiality was set at
£31,000, being 70% of materiality for the group financial
statements as a whole.
The components in scope were audited to a
performance materiality ranging between £18,000 and
£27,000. These component performance materiality
thresholds were set to reduce the probability that the
aggregate of uncorrected and undetected misstatements
exceeds materiality for the group financial statements
as a whole to an appropriately low level. We applied the
concept of materiality both in planning and performing
our audit, and in evaluating the impact of misstatements.
We agreed to report to the audit committee any corrected
or uncorrected identified misstatements exceeding
£2,000, in addition to other identified misstatements that
warranted reporting on qualitative grounds.
Our approach to the audit
In designing our audit approach, we determined
materiality and assessed the risk of material misstatement
in the financial statements. In particular, we assessed
the areas which required the directors and management
to make subjective judgements, for example in respect
of significant accounting judgements and estimates
including the valuation of the exploration and evaluation
assets and accounting treatment of share-based
payments. We also addressed the risk of management
override of controls, including among other matters
consideration of whether there was evidence of bias that
represented a risk of material misstatement due to fraud.
Two components were in scope of performance of
audit procedures: the parent company, Panther Metals
Plc, and Panther Metals Canada Ltd., which holds the
exploration and evaluation assets. Both components
were subject to a full scope audit and were audited by
the group audit team.
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ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF PANTHER METALS PLC
FOR THE YEAR ENDED 31 DECEMBER 2025
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy,
the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were
addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters. In addition to the matter described in the Material uncertainty
related to going concern section we have determined the matters described below to be the key audit matters to be
communicated in our report.
Key audit matter How our scope addressed this matter
Valuation and impairment of exploration
and evaluation assets (notes 2 and 8)
The group holds exploration rights in relation
to its mineral exploration interests (Obonga,
Winston and Dotted Lake Project) in Canada.
These rights are held either directly or indirectly
through various agreements with third parties and
activities are conducted by the group’s wholly
owned subsidiary, Panther Metals Canada Ltd.
As at the year-end, the group held significant
intangible assets in respect of its capitalised
exploration costs amounting to £2.4 million.
There is a risk that the exploration and evaluation
intangible assets are impaired and that the capitalised
costs do not meet the requirements of IFRS 6
Exploration and Evaluation of Mineral Resources.
Given the early stage of development of the
exploration projects, management is required
to exercise significant judgement in assessing
the recoverability of these assets.
As a result of the level of judgement and estimation
required, we consider this to be a key audit matter.
Our work in this area included the following:
•
Reviewing and substantively testing a sample of
costs capitalised during the year to ensure they
met the criteria for capitalisation in accordance
with IFRS 6 and the group’s accounting policy;
•
Reviewing and challenging management’s
assessment of impairment in accordance with the
requirements of IFRS 6, considering whether there are
any indicators of impairment for each of the projects;
•
Holding discussions with management to understand
the status of each project and future plans, as well as
reviewing publicly available information in this regard;
•
Verifying the validity of permits and individual
claims and ensuring compliance with
terms and conditions attached; and
•
Ensuring that disclosures within the financial
statements are accurate and that all estimates
and judgements made by management are
included therein in accordance with IFRS 6.
Key observations
Based on the work performed, we consider
management’s judgement that there is no impairment of
the exploration and evaluation assets to be reasonable.
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79
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF PANTHER METALS PLC
FOR THE YEAR ENDED 31 DECEMBER 2025
Other information
The other information comprises the information included
in the annual report, other than the financial statements
and our auditor’s report thereon. The directors are
responsible for the other information contained within
the annual report. Our opinion on the group financial
statements does not cover the other information and,
except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance
conclusion thereon. Our responsibility is to read the
other information and, in doing so, consider whether
the other information is materially inconsistent with the
financial statements or our knowledge obtained in the
course of the audit, or otherwise appears to be materially
misstated. If we identify such material inconsistencies
or apparent material misstatements, we are required
to determine whether this gives rise to a material
misstatement in the financial statements themselves. If,
based on the work we have performed, we conclude
that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of directors
As explained more fully in the Statement of Directors’
Responsibilities, the directors are responsible for the
preparation of the group financial statements and for
being satisfied that they give a true and fair view, and
for such internal control as the directors determine
is necessary to enable the preparation of financial
statements that are free from material misstatement,
whether due to fraud or error.
In preparing the group financial statements, the directors
are responsible for assessing the group’s ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going
concern basis of accounting unless the directors either
intend to liquidate the group or to cease operations, or
have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of
the financial statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and
to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but is
not a guarantee that an audit conducted in accordance
with ISAs (UK) will always detect a material misstatement
when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in
the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the
basis of these financial statements.
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect
of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities,
including fraud is detailed below:
•
We obtained an understanding of the group and
the sector in which it operates to identify laws and
regulations that could reasonably be expected to
have a direct effect on the financial statements.
We obtained our understanding in this regard
through holding discussions with management,
appointing a team with relevant expertise, and
reviewing correspondences received from local
legal advisers;
•
We determined the principal laws and regulations
relevant to the group in this regard to be those
arising from the Isle of Man Companies Act
2006; local laws and tax legislation in the relevant
locations (Canada and the UK); employment law;
anti-bribery and money laundering regulations;
Disclosure Guidance and Transparency Rules;
and relevant environmental and health and
safety legislation in the relevant locations having
exploration activities.
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ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF PANTHER METALS PLC
FOR THE YEAR ENDED 31 DECEMBER 2025
•
We designed our audit procedures to ensure the
audit team considered whether there were any
indications of non-compliance by the group with
those laws and regulations. These procedures
included, but were not limited to:
- Enquiring of management regarding instances of
actual or suspected non-compliance;
- Reviewing legal and professional fees to understand
the nature of the costs and the existence of any
non-compliance with laws and regulations; and
- Reviewing minutes of meetings of those charged
with governance and Regulatory News Service
announcements.
•
We also identified the risks of material misstatement
of the financial statements due to fraud. We
considered, in addition to the non-rebuttable
presumption of a risk of fraud arising from
management override of controls, that the potential
for management bias was identified in relation to
valuation of the evaluation and exploration assets
as described in the Key Audit Matters section
above.
•
As in all of our audits, we addressed the risk of
fraud arising from management override of controls
by performing audit procedures which included, but
were not limited to: the testing of journals; reviewing
accounting estimates for evidence of bias;
evaluating the business rationale of any significant
transactions that are unusual or outside the normal
course of business; and reviewing bank statements
during the period to identify any large and unusual
transactions where the business rationale is not
clear.
Because of the inherent limitations of an audit, there is
a risk that we will not detect all irregularities, including
those leading to a material misstatement in the financial
statements or non-compliance with regulation. This
risk increases the more that compliance with a law or
regulation is removed from the events and transactions
reflected in the financial statements, as we will be less
likely to become aware of instances of non-compliance.
The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional
concealment, forgery, collusion, omission
or misrepresentation.
A further description of our responsibilities for the audit
of the financial statements is located on the Financial
Reporting Council’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our
auditor’s report
Use of our report
This report is made solely to the company’s members, as
a body, in accordance with our engagement letter dated
19 February 2026. Our audit work has been undertaken
so that we might state to the company’s members
those matters we are required to state to them in an
auditor’s report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume
responsibility to anyone, other than the company and the
company’s members as a body, for our audit work, for
this report, or for the opinions we have formed.
Imogen Massey (Engagement Partner)
For and on behalf of PKF Littlejohn LLP
Registered Auditor
30 Churchill Place
London
E14 5RE
17 April 2026
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81
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ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
Notes
Year ended
31 December
2025
£
Year ended
31 December
2024
£
Revenue
- -
Cost of sales - -
Gross profit
- -
Administrative expenses (747,549) (662,161)
Share-based payment charge
19
(95,194) (55,226)
Loss on termination of exploration projects and disposal of exploration equipment
8
(125,957) (180,462)
Realised and unrealised gains/losses on financial assets held at fair value through
profit and loss
9
(365,738) (658,685)
Loss on disposal of assets held for sale
10
- (392,504)
Operating loss (1,334,438) (1,949,038)
Finance costs
14
(8,625) (5,848)
Loss before taxation (1,343,063) (1,954,885)
Taxation
6
- -
Loss for the year
(1,343,063) (1,954,885)
Other comprehensive loss relating to unrealised foreign currency gain/(loss) on
translation of foreign operations (67,370) (129,916)
Total comprehensive loss for the year (1,410,433) (2,084,801)
Loss for the year attributable to:
Continuing operations (1,410,433) (2,084,801)
Discontinuing operations - -
(1,410,433) (2,084,801)
Loss for the year attributable to:
Equity holders of the Company (1,410,433) (2,084,801)
Non-controlling interest - -
Earnings per share attributable to owners of the Company
Basic loss per share (pence)
7
(24.85)p (53.24)p
Diluted loss per share (pence)
7
(24.85)p (53.24)p
The notes on pages 86 to 106 form an integral part of these financial statements.
CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025


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ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
83
Notes
As at
31 December
2025
£
As at
31 December
2024
£
(Restated)
Non-current assets
Exploration and evaluation assets
8
2,405,435 2,281,726
Total non-current assets
2,405,435 2,281,726
Current assets
Financial Assets at Fair Value Through Profit and Loss
9
- 631,270
Receivables
11
151,026 104,795
Cash at bank and in hand
12
71,085 17,536
Total current assets
222,111 753,601
Total assets
2,627,546 3,035,327
Current liabilities
Trade and other payables
13
(392,862) (613,916)
Loan Notes
14
- (172,500)
Total Current Liabilities
(392,862) (786,416)
Net current liabilities
(170,751) (32,815)
Non-current liabilities
Provision for deferred consideration
15
- (137,715)
Total liabilities
(392,862) (924,131)
Net assets
2,234,684 2,111,196
Capital and reserves
Called up share capital
17
8,353,218 6,914,491
Share-based payment reserve
16
287,505 469,975
Foreign Exchange reserve
16
(211,644) (144,274)
Retained losses (6,194,395) (5,128,996)
Total equity
2,234,684 2,111,196
The financial statements of Panther Metals PLC, registered number 009753V (Isle of Man), were approved by the board of directors and
authorised for issue on 17 April 2026. They were signed on its behalf by:
Darren Hazelwood
Chief Executive Officer

The notes on pages 86 to 106 form an integral part of these financial statements.
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025


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ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
Notes
Year ended
31 December
2025
£
Year ended
31 December
2024
£
(Restated)
Cash flows from operating activities
Operating Loss (1,334,438) (1,949,038)
Adjusted for:
Share-based payment charge
19
95,194 55,226
Loss on termination of exploration projects and assets
8
125,957 180,462
Realised and unrealised gains/losses on financial assets
held at fair value through profit and loss
9
365,738 658,685
Realised and unrealised gains/losses on investments held for sale
10
- 392,504
Bitcoin Treasury gains (2,749) -
Foreign exchange (3,090) (18,099)
(Increase) in receivables (46,231) (46,516)
(Decrease) / Increase in payables (349,166) 465,083
Net cash used in operating activities
(1,148,785) (261,691)
Investing activities
Proceeds from the sale of financial assets held at fair value through profit and loss
9
266,879 320,932
Proceeds from the sale of held for sale investments
10
- 249,616
Cash spent on exploration activities
8
(336,915) (702,591)
Net cash generated (used in) investing activities (70,036) (132,043)
Financing activities
Grant received from Ontario Junior Exploration Programme
8
30,985 -
Proceeds from issuing shares (net of issue costs)
17
1,161,385 345,150
Proceeds from exercise of warrants
17
80,000 -
Net cash generated from financing activities 1,272,370 345,150
Net increase/(decrease) in cash and cash equivalents 53,549 (48,584)
Cash and cash equivalents at beginning of year 17,536 66,120
Cash and cash equivalents at end of year
71,085 17,536
The notes on pages 86 to 106 form an integral part of these financial statements.
CONSOLIDATED STATEMENT
OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025


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ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
85
Note
Share
capital
£
Share
based
payment
reserve
£
FX reserve
£
Retained
losses
£
Total Equity
attributable to
the owners of
the Company
£
Balance at 1 January 2024 6,330,665 591,097 - (3,364,817) 3,556,945
Prior year restatement
18 - - (14,358) 14,358 -
Balance at 1 January 2024 (restated) 6,330,665 591,097 (14,358) (3,350,459) 3,556,945
Loss for the year (restated) - - - (1,954,885) (1,954,885)
Unrealised foreign exchange losses from
retranslation of foreign operations (restated)
18
- - (129,916) - (129,916)
Total comprehensive loss for the year
(restated)
- - (129,916) (1,954,885) (2,084,801)
Equity Transactions with owners
Issue of equity via placing
17
375,000 - - - 375,000
Share issue costs (restated)
17 (29,850) - - - (29,850)
Conversion of convertible loan notes
17 238,676 - - - 238,676
Options issued (restated)
19 - 55,226 - - 55,226
Warrants forfeited
19 - (176,348) - 176,348 -
Total transactions with owners (restated)
583,826 (121,122) - 176,348 639,052
Balance at 31 December 2024 (restated) 6,914,491 469,975 (144,274) (5,128,996) 2,111,196
Loss for the year - - - (1,343,063) (1,343,063)
Unrealised foreign exchange losses on
retranslation of foreign operations - - (67,370) - (67,370)
Total comprehensive loss for the year - - (67,370) (1,343,063) (1,410,433)
Equity Transactions with owners
Issues of equity via placing
17
1,110,570 - - - 1,110,570
Share issue costs
17
(81,184) - - - (81,184)
Conversion of convertible loan notes
17
181,125 - - - 181,125
Issue of equity to option holder
17
16,216 - - - 16,216
Director subscriptions
17
132,000 - - - 132,000
Exercise of warrants
17
80,000 - - - 80,000
Options issued
19
- 95,194 - - 95,194
Warrants forfeited
19
- (277,664) - 277,664 -
Total transactions with owners 1,438,727 (182,470) - 277,664 1,533,921
Balance at 31 December 2025 8,353,218 287,505 (211,644) (6,194,395) 2,234,684
The notes on pages 86 to 106 form an integral part of these financial statements. Note 16 describes each reserve included above.
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


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1. Accounting policies

1.1 Basis of preparation
Panther Metals PLC is a public limited company incorporated in the Isle of Man.
The consolidated financial statements of Panther Metals PLC and its subsidiaries (together, “the Group”) are presented as required by the Companies
Act 2006 (Isle of Man). As permitted by that Act, the financial statements have been prepared in accordance with UK adopted International
Accounting Standards. The consolidated financial statements are presented in pounds sterling and are rounded to the nearest pound.

The financial statements have been prepared on the historical cost basis except for certain financial instruments, which are carried as described
in the respective sections in the policies below. The principal accounting policies that have been adopted by the Group in the preparation of these
financial statements are set out below and have been consistently applied to all periods presented.

1.2 Going concern
The Company successfully issued equity of £1,110,570, converted warrants of £80,000 and received director subscriptions of £132,000 in the year
ended 31 December 2025. As a junior exploration company, the Directors are aware that the Company must seek funds from the market in the next
12 months to meet its investment and exploration plans and to maintain its listing status. A successful fundraising presents a material uncertainty
that may cast doubt on the Group’s ability to continue to operate as planned and to pay its liabilities as they fall due for a period not less than twelve
months from the date of this report. As at the year-end date the Group had total cash reserves of £71,085 (2024: £17,536).
On 9 February 2026 the Company announced that it has raised gross proceeds of £1,190,000 (before expenses) through a placing of 1,700,000
ordinary shares of no par value at a price of 70 pence (the “Placing Price”). The Placing, which received substantial backing from new and existing
institutional investors and existing shareholders of the Company, was significantly oversubscribed and subject to scale back. The shares were
admitted on 16 February 2026.
The Directors are aware of the reliance on fundraising within the next 12 months and therefore consider that a material uncertainty exists as to the
Company’s ability to continue as a going concern. Having reviewed the Group’s working capital forecasts they believe the Group is well placed to
manage its business risks successfully providing the fundraising is successful. The financial statements have been prepared on a going concern
basis and do not include adjustments that would result if the Group were unable to continue in operation. However the Company may need to
obtain further funding over the 12 months following the date of approval of the financial statements.

1.3 Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and its subsidiary undertaking. The results of subsidiaries
acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the
effective date of disposal, as appropriate.
All business combinations are accounted for using the acquisition method of accounting.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by
other members of the Group. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.


1.4 Foreign currencies
Functional and presentation currency
The consolidated financial statements are presented in Pounds Sterling, which is the Group’s presentation currency and the functional currency of
the holding company Panther Metals PLC.
Items included in the financial statements of the subsidiaries are measured using the currency of the primary economic environment in which the
entity operates (the ‘functional currency’).
The functional currency of Panther Canada is the Canadian Dollar (CAD) which is the currency of the environment in which the subsidiary operates.



NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025



Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary
assets and liabilities denominated in foreign currencies are recognised in profit or loss.
The results and financial position of Group entities that have a functional currency different from the presentation currency are translated into the
presentation currency as follows:
•
assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial
position;
•
income and expenses in profit or loss are translated at average exchange rates; and
•
all resulting exchange differences are recognised in other comprehensive income.
On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of monetary items receivable from
foreign subsidiaries for which settlement is neither planned nor likely to occur in the foreseeable future are taken to other comprehensive income.
When a foreign operation is sold, exchange differences that were recorded in equity are recognised in profit or loss as part of the gain or loss on sale.


1.5 Tax
Income tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on taxable profit for
the year. Taxable profit differs from profit as reported comprehensive income statement because it excludes items of income or expense that
are taxable or deductible in other years and it further excludes items that are not taxable or tax deductible. The Group’s liability for current tax
is calculated using tax rates (and tax laws) that have been enacted or substantively enacted in countries where the Group and its subsidiaries
operate by the end of the financial period.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions
or events have occurred at that date that will result in an obligation to pay more, or a right to pay less or to receive more tax, with the following
exceptions:
Deferred tax assets are recognised only to the extent that the Directors consider that it is more likely than not that there will be suitable taxable
profits from which the future reversal of the underlying timing differences can be deducted. Deferred tax is measured on an undiscounted basis at
the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively
enacted at the balance sheet date.


1.6 Exploration and evaluation assets
Exploration and evaluation assets represent the cost of acquisitions by the Group of rights and licences. All costs associated with the exploration
and investment are capitalised as intangible assets on a project-by-project basis once the legal rights to explore have been obtained, pending
determination of the feasibility of the project. Costs incurred include appropriate technical and administrative expenses, but not general overheads.
Any deferred contingent consideration payable in relation to acquisitions of licences or options under the exploration projects is recognised at fair
value at the acquisition date and are capitalised within exploration and evaluation assets.
Amounts payable based on the ultimate success of an exploration project are only recognised when there is a legal obligation in relation to the
acquisition agreement, the amount can be reliably estimated and there is a strong likelihood of the amount being payable.
Once technical feasibility and commercial viability is established which depends on the type of project but would usually be at the time of a
discovery, the related expenditures will be transferred to mining assets and amortised over the estimated life of the reserve on a unit of production
basis. Where a licence is relinquished or a project abandoned, the related costs are written off to profit or loss. The recoverability of all exploration
and development costs is dependent upon the discovery of economically recoverable reserves, the ability of the Group to obtain necessary
financing to complete the development of reserves and future profitable production or proceeds from the disposition thereof.
Any grant funding received in relation to exploration expenditure is accounted for in accordance with IAS 20 Accounting for Government Grants
and Disclosure of Government Assistance.



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1.7 Impairment of exploration and evaluation assets
The carrying values of capitalised exploration and evaluation assets are assessed for impairment if fact and circumstances indicate that the carrying
amount exceeds the recoverable amount and
sufficient data exists to evaluate technical feasibility and commercial viability. Key indicators are as follows:
•
Carrying Amount Exceeds Recoverable Amount.
•
Technical Feasibility and Commercial Viability: changes in the technical feasibility or commercial viability of extracting the mineral resources.
•
Market Conditions: Significant negative changes in market conditions, such as a decline in commodity prices or changes in demand for the
resources being explored.
•
Regulatory Changes: Changes in regulations or legal requirements that affect the ability to explore or extract resources.
•
Operational Performance: Evidence of poor operational performance or significant losses related to the exploration and evaluation activities.
If any indication impairment exists, an estimate of the asset’s recoverable amount is calculated. The recoverable amount is determined as the higher
of the fair value less costs of disposal and the asset’s value in use. If the carrying amount of the asset exceeds its estimated recoverable amount,
the asset is impaired, and an impairment loss is charged to the Statement of comprehensive income to reduce the carrying amount to its estimated
recoverable amount.
If individual claims/ cells are abandoned for one reason or another, then the property as a whole will be considered for impairment. An impairment
presumption also exists if no work has been done on a claim/ cell in three years. Cash resources are taken into consideration to justify claim
preservation/renewal in the forthcoming twelve months.


1.8 Bitcoin Treasury Asset
During the year ended 31 December 2025, the Company acquired and sold £80,000 of Bitcoin Treasury which it accounted for in accordance with
IAS 38 Intangible Assets. The gain on disposal was £2,349. The Company has no immediate intention to buy Bitcoin.



1.9 Held for Sale Investments
Investment assets intended for disposal are reclassified as ‘held for sale’ once all of the following criteria are met:
•
the asset is available for immediate sale in its present condition subject only to terms which are usual and customary for such sales
•
the sale must be highly probable ie:
-
management are committed to a plan to sell the asset
-
an active programme has begun to find a buyer and complete the sale
-
the asset is being actively marketed at a reasonable price
-
the sale is expected to be completed within 12 months of the date of classification as ‘held for sale’ and
-
the actions needed to complete the plan indicate it is unlikely that the plan will be dropped or significant changes made to it.
Following reclassification, the assets are measured at the lower of their existing carrying amount and their ‘fair value less costs to sell’. Any
depreciation ceases to be charged. Assets are de-recognised when all material sale contract conditions have been met.



NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

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NOTES TO THE FINANCIAL STATEMENTS
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1.10 Financial Instruments

The Group classifies its financial assets into one of the categories discussed below, depending on the purpose for which the asset was acquired.
Fair Value through Profit or Loss (FVTPL)
The Group held a number of strategic investments in listed entities, which are not accounted for as subsidiaries, associates or jointly controlled
entities. They are carried in the Statement of Financial Position at fair value with changes in fair value recognised in the profit or loss in the period
in which they arise.

Amortised Cost
These assets comprise the types of financial assets where the objective is to hold these assets in order to collect contractual cash flows and
the contractual cash flows are solely payments of principal and interest. They are initially recognised at fair value plus transaction costs that
are directly attributable to their acquisition or issue and are subsequently carried at amortised cost, using the effective interest rate method,
less provision for impairment. Impairment provisions for current and non-current trade receivables are recognised, based on the simplified
approach within IFRS 9, using a provision matrix in the determination of the lifetime expected credit losses. During this process, the probability
of the non-payment of the trade receivables is assessed. This probability is then multiplied by the amount of the expected loss, arising from
default to determine the lifetime expected credit loss for the trade receivables. For the receivables, which are reported net, such provisions
are recorded in a separate provision account, with the loss being recognised in the Consolidated Statement of Comprehensive Income. On
confirmation that the receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.
Impairment provisions, for receivables from related parties and loans to related parties, are recognised based on a forward-looking expected
credit loss model. The methodology, used to determine the amount of the provision, is based on whether there has been a significant
increase in credit risk, since initial recognition of the financial asset. For those, where the credit risk has not increased significantly, since initial
recognition of the financial asset, twelve month expected credit losses, along with gross interest income, are recognised. For those for which
credit risk has increased significantly, lifetime expected credit losses along with the gross interest income are recognised. For those that are
determined to be credit impaired, lifetime expected credit losses, along with interest income on a net basis, are recognised.
The Group’s financial assets, measured at amortised cost, comprise trade and other receivables and cash and cash equivalents in the
Consolidated Statement of Financial Position. Cash and cash equivalents are deposits held at call with banks.

Financial Liabilities
The Group’s financial liabilities are Trade payables and other short-term monetary liabilities, which are initially recognised at fair value and
subsequently carried at amortised cost, using the effective interest method.

1.11 Fair Value Measurement of Financial Instruments
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability
takes place either:
•
In the principal market for the asset or liability; or
•
In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by the Group. The fair value of an asset or a liability is measured, using the
assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best
interest. A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using
the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Group
uses valuation techniques that are appropriate in the circumstances and, for which sufficient data are available to measure fair value, maximising
the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities, for which fair value is measured or
disclosed in the Financial Statements, are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is
significant to the fair value measurement as a whole:
•
Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities;
•
Level 2: Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly
observable; and
•
Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
For assets and liabilities that are recognised in the Financial Statements on a recurring basis, the Group determines whether transfers have
occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value
measurement as a whole) at the end of each reporting period. For the purpose of fair value disclosures, the Group has determined classes
of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as
explained above.




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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025



1.12 Equity instrument
An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all its liabilities. Equity instruments
issued by the Group are recognised as the proceeds received, net of direct issue costs. The costs of an equity transaction are accounted for as
a deduction from equity to the extent they are incremental costs directly attributable to the equity transaction that would otherwise have been
avoided. The Company’s Ordinary Shares are classified as equity instruments and are shown within the share capital.


1.13 Share based payments and Warrants
The Group operates equity-settled, share-based schemes, under which the Group receives services from employees or third-party suppliers as
consideration for equity instruments (options and warrants) of the Group.
The fair value of the third-party suppliers’ services received in exchange for the grant of the options is recognised as an expense in the Income
Statement based on the cost of the service (direct method) . The value of the employee services received is expensed in the Income Statement and
its value is determined indirectly by reference to the fair value of the options granted: - including any market performance conditions; - excluding the
impact of any service and non-market performance vesting conditions (for example, profitability or sales growth targets, or remaining an employee
of the entity over a specified time period); and - including the impact of any non-vesting conditions (for example, the requirement for employees to
save).
The Group classifies instruments issued as financial liabilities or equity instruments in accordance with the substance of the contractual terms of the
instruments. The fair value of the management and Obonga share options are determined using the Black Scholes valuation model, considering
the terms and conditions upon which the options or warrants were granted. The amount recognised as an expense is adjusted to reflect the actual
number of share options that are likely to vest. The fair value of the share options granted under the Growth Reward Scheme are determined using
a Monte Carlo probability distribution model due to the market conditions which exist for the vesting of any options granted. The share-based
payments reserve is used to recognise the value of equity-settled share-based payments, see note 19 for further details.



1.14 New IFRS standards and interpretations
There has been no material impact from the adoption of new standards, amendments to standards or interpretations which are relevant to the
Group.

1.15 New accounting standards, amendments and interpretations that are issued but not yet effective
Certain new standards, amendments and interpretations to existing standards have been published that are mandatory for the following accounting
periods and which the Group has chosen not to adopt early.
The following amendments are effective for the annual reporting period beginning 1 January 2026 to include annual improvements to IFRS
standards- Volume 11:
•
Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 Financial Instruments and IFRS 7)
•
Annual Improvements to IFRS Accounting Standards – Volume 11
The amendments are not expected to have a material impact on the Group’s financial statements, as they primarily clarify existing requirements and
do not introduce new accounting principles.
The following amendments are effective for the annual reporting period beginning 1 January 2027:
•
IFRS 18 Presentation and Disclosure in Financial Statements
The Group is currently assessing the impact of these new accounting standards and amendments. Apart from IFRS 18 the Group does not expect
any other standards issued by the IASB, but are yet to be effective, to have a material impact on the Group.



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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2. Critical accounting estimates and judgements
The preparation of financial statements in conformity with UK adopted International Accounting Standards, requires the use of accounting estimates
and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of
income and expenses during the reporting period. Although these estimates are based on management’s best knowledge of current events and
actions, actual results ultimately may differ from those estimates.

Determination of the Fair Value of the Share-based payments (note 19)
The company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at
which they are granted. The fair value of share options without market based vesting conditions is determined using the Black Scholes model and
the estimates used within this model are disclosed in Note 19. Where market conditions exist for the vesting of any options granted, such as in the
case of the Growth Reward Scheme, alternative approaches such as a probability weighted barrier model or Monte Carlo probability distribution
model is used.
Recoverability of the Carrying Value of Exploration and evaluation assets (note 8)
The fair value of the Dotted Lake Project licences, the Obonga Greenstone Project licences and the Winston Project licenses cannot be reliably
estimated. The licence areas are at the very early stages of exploration and whilst historical data, geophysics, exploration of the surrounding area
and other mining operations along the greenstone belt exist, until any mineral deposits are fully understood the directors cannot determine its fair
value reliably.
The Group determines that exploration costs are capitalised at the point the Group has a valid exploration licence. The future recoverability of
capitalised exploration and evaluation expenditure is dependent on several factors, including the level of potential resources and whether the
Group’s licences remain in good standing.
The directors have considered indicators of impairment as set out in IFRS 6 and do not believe any such conditions exist and therefore they have
not carried out an impairment review.
Where the directors identify indicators of impairment IFRS 6 requires an impairment test to be carried out in accordance with IAS 36. To the extent
that it is determined in the future that this capitalised expenditure should be impaired, this will reduce profits and net assets in the period in which
this determination is made.
The directors believe that there are no other areas that involve a high degree of judgement or complexity, or areas where assumptions and estimates
are significant to these financial statements.




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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
3. Segmental information
Geographical segments
The Group’s assets and liabilities and losses are split by geographic location in the table below
As at 31 December 2025
Canada
£
Isle of Man
£
Group
£
Total assets 2,489,122 2,940,347 2,627,546
Total liabilities (2,841,097) (389,185) (392,862)
Net assets/ (liabilities) (351,975) 2,551,162 2,234,684
Loss before tax from continuing operations (127,435) (1,215,628) (1,343,063)
As at 31 December 2024
Canada
£
Isle of Man
£
Group
£
Total assets 2,339,713 2,709,013 3,035,327
Total liabilities (2,305,043) (467,900) (924,131)
Net assets/ (liabilities) 34,670 2,241,113 2,111,196
Loss before tax from continuing operations (197,053) (1,757,832) (1,954,885)
The Group identifies its reportable segments based on the activity undertaken, exploration in Canada and PLC management in the Isle of Man.
The Group is comprised of Panther Metals PLC which is registered in the Isle of Man but is managed and controlled in the UK from its Hitchin
office. Panther Metals PLC has two subsidiary companies which are both wholly owned:
•
Panther Metals (Canada) Limited an exploration company with registered address of Suite 530, 355 Burrard Street, Vancouver, V6C 2G8,
Canada. This company made a loss of £127,435 in the year ended 31 December 2025 (2024- loss of £197,053); and
•
Lonnus (m) Sdn Bhd a dormant company registered in Malaysia which makes no profit or loss.


4. Operating loss
Year ended
31 December
2025
£
Year ended
31 December
2024
£
Operating loss has been arrived at after charging:
Loss/ (gain) on foreign exchange 64,273 118,818
Auditors remuneration - audit fees of current auditor 57,750 -
Auditors remuneration - audit fees of predecessor auditor - 28,000



5. Employees
There were no employees of the Group during the year. Director’s remuneration is separately disclosed in the Director’s Remuneration Report
on pages 68-75.



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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

6. Taxation
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax
as follows:
Year ended
31 December
2025
£
Year ended
31 December
2024
£
Current period transaction of the Group
Corporation tax at blended rate of 25% (2024: 25%) on profits for the period - -
Factors effecting the tax charge for the year
Loss on ordinary activities before taxation (1,343,063) (1,954,885)
Loss on ordinary activities at the blended rate of 25% (2024:25%)
(335,766) (488,721)
Effect of non-deductible expenses
146,722 223,593
Effect of tax benefit of losses carried forward 189,043 265,128
Total tax charge/ (credit)
- -
There is an unrecognised deferred tax asset as at 31 December 2025 of £661,388 (2024: £472,345) which in view of the trading results, is
not considered by the directors to be recoverable in the short term. The applicable tax rate is 25% which was substantially enacted under UK
legislation and would be the rate applicated when the asset reverses.


7. Earnings/ (Loss) per share
The basic loss per ordinary share in the table below has been calculated by dividing the loss for the period by the weighted average number of
ordinary shares in issue. There are potentially issuable shares in the table below, all of which relate to share options issued to Directors, options
issued as part of acquisitions and warrants issued as part of placings.
Based on the losses made in the period which are, the diluted loss per share is anti-dilutive and therefore has been kept the same as the basic
loss per share.
Year ended
31 December
2025
Year ended
31 December
2024
Weighted average number of ordinary shares in issue 5,676,718 3,915,632
Potentially issuable shares
3,990,917 3,660,242
Total weighted average number of potential ordinary shares in issue
9,667,635 7,575,874
Loss attributable to the equity holders of the parent company
£(1,410,433) £(2,084,802)
Basic earnings/ (loss) per share (pence)
(24.85)p (53.24)p
Diluted earnings/ (loss) per share (pence) (24.85)p (53.24)p


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8. Exploration and evaluation assets
Group
Panther Canada
£
Panther PLC Total
£
Net book value
At 1 January 2024 1,864,026 19,440 1,883,466
Additions 702,591 - 702,591
Termination of option at Manitou Lakes (180,462) - (180,462)
Foreign exchange (123,869) - (123,869)
At 31 December 2024 2,262,286 19,440 2,281,726
Additions 336,915 - 336,915
Grant received from Ontario Junior Exploration Programme (30,985) - (30,985)
Termination of Frontier Energy Agreement- Winston (106,516) - (106,516)
Foreign exchange (56,265) - (56,265)
Write off of PLC exploration assets and equipment - (19,440) (19,440)
At 31 December 2025 2,405,435 - 2,405,435
Canada - Obonga Greenstone Belt Project
During the year ended 31 December 2024 expenditure on the project amounted to £183,140 and related to the extension of the agreement,
helicopter surveys, drone surveys, and geological consultancy. During the year ended 31 December 2025, expenditure on the project amounted
to £97,307 and related to the extension of the agreement, helicopter surveys, sampling and sample housing costs and geological consultancy.
Canada - Dotted Lake Project
During the year ended 31 December 2024 expenditure on the project amounted to £492,372 and related to the Autumn drilling programme,
rock sampling, core processing and soil sampling costs, the purchase of geological software and geological consultancy. During the year ended
31 December 2025, expenditure on the project amounted to £67,162 and related to sampling costs and geological consultancy. A grant of
£30,985 was received from the Ontario Junior Exploration Programme in relation to the soil sampling programme which took place in Autumn
2024 and this has been offset against the expenditure in accordance with IAS 20 Accounting for Government Grants and Disclosure of
Government Assistance.
Canada - Winston Project
On June 16, 2025, the Company entered into the an option agreement with First Quantum for the option to purchase all right, title and interest
in, the Winston Lake Mine and patented land leases. The agreement includes an initial 12-month due diligence period during which the Company
has the legal right to conduct agreed exploration work at the Winston Lake Mine in return for a $100,000 (£54,180) payment to First Quantum.
The Company may extend the Winston Due Diligence Period for a further 12 months up to three times (for a total maximum Winston Due
Diligence Period of 48 months) by making payments of $50,000 (£27,090) per extension.
The Company also entered a Sale and Purchase Agreement with Frontier Energy for the Pick Lake Mining Ltd Property with an Option Period
running to 15 October 2025. An initial payment of 100,000 Australian dollars (A$) (£56,200) was made in relation to the option with payments
of A$30,000 (£16,860) per month payments payable on the first business day in each month thereafter and ending on 15th October 2025. On
30 October 2025 the Company announced that it had terminated the agreement with Frontier Energy in relation to the option on Pick Lake and
these payments amounting to £106,516 were written off.
During the year ended 31 December 2025, expenditure on the project amounted to £172,416 (prior to the write off of the £106,516 in relation
to Frontier Energy noted above) and related to the agreements above and geological consultancy

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

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8. Exploration and evaluation assets (continued)
Panther Metals PLC
The Company directly holds a small amount of exploration and evaluation assets and equipment in projects in Queensland and Mauritania amounting
to £19,440. These were written off during the year.
Manitou Lakes 2024
On 18 September 2024, the Company announced the termination of the option and sale and purchase agreement with Shear Gold Exploration
Corporation dated 7 April 2022 and all £180,462 of project expenditure incurred was written off to the income statement.





9. Financial Assets at Fair Value Through Profit and Loss
Fulcrum Metals PLC
£
Net book value
At 1 January 2024 1,610,888
Disposals in the period (320,933)
Fair value loss on financial asset at fair value through profit and loss (658,685)
At 31 December 2024 631,270
Disposals in the period (265,532)
Fair value loss on financial asset at fair value through profit and loss (365,738)
At 31 December 2025 -
During the year ended 31 December 2024, the Company sold 2,346,717 Fulcrum Metals PLC ordinary shares of 1p each realising proceeds of
£320,932. On 8 April 2025 the Company announced that it sold its remaining holdings in Fulcrum a total of 7,625,122 ordinary shares of nominal
value 1 pence each in the capital of Fulcrum Metals PLC on 7 April 2025, at a price of 3.5 pence per ordinary share, for an aggregate amount
of £266,879 (net of fees and expenses).
In the year ended 31 December 2025 the total loss on Financial Assets at Fair Value Through Profit and Loss in the income statement amounted
to £365,738 for Fulcrum Metals PLC. In the year ended 31 December 2024 the total loss on Financial Assets at Fair Value Through Profit and
Loss amounted to £658,685 for Fulcrum Metals PLC.





NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

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10. Investments Held for Sale
Panther Metals Limited
£
Net book value
At 1 January 2024 642,120
Disposals in the period (249,616)
Fair value loss of investment held for sale (392,504)
At 31 December 2024 -
Disposals in the period -
Fair value loss of investment held for sale -
At 31 December 2025 -
During the year ended 31 December 2024 the Company sold its entire investment in Panther Metals Limited for proceeds of £249,616. The total
loss on held for sale investments amounted to £392,504.


11. Receivables
As at
31 December
2025
£
As at
31 December
2024
£
Amounts falling due within one period
Prepayments 41,227 13,716
Other receivables 109,799 91,079
151,026 104,795

12. Cash and cash equivalents
ash and cash equivalents of £71,085 (2024 £17,536) comprise cash held at bank.

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

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13. Trade and other payables
As at
31 December
2025
£
As at
31 December
2024
£
Trade payables 53,673 507,187
Accruals 62,925 84,046
Deferred consideration (note 15) 135,450 16,653
Amounts due to related parties (see note 22) 134,986 -
Other payables 5,828 6,030
392,862 613,916
Trade payables reduced year on year due to the timing of exploration projects. At the end of 2024 the Group was in the middle of the work
programme at Dotted Lake whereas at the end of 2025 the Group was between work programmes.


14. Convertible Loan Note and Loan Notes
As at
31 December
2025
£
As at
31 December
2024
£
Current Liabilities payable within 1 year
Amount due to Loan Note Holders (November 2023) - 172,500
On 12 March 2025 the Company announced it had agreed terms to capitalise its only outstanding debt facilities, comprising the £150,000 of
unsecured convertible loan notes announced 20 November 2023, which carry an interest rate of 15% by the issue of new ordinary shares with
warrants attached as set out in note 17. £8,625 of interest was charged for the period in relation to the loan note prior to conversion (2024-
£4,767 in relation to the convertible loan note converted in 2024).

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

15. Provision for Deferred Consideration
As at
31 December
2025
£
As at
31 December
2024
£
Current Liabilities payable within 1 year
Amount due to Broken Rock 135,450 16,653
135,450 16,653
Non-Current Liabilities
Amount due to Broken Rock - 137,715
135,450 154,368
On 3 April 2025 the Company announced the amendment and extension to the purchase agreement allowing for an additional year to
meet the exploration commitment at Obonga. $250,000 (£135,450) is due to Broken Rock on 29 September 2026.
A deferred consideration liability has been recognised as there are no conditions attached to these payments. The amounts payable over
time have been discounted to present value. Each period the liability is increased by the interest rate used in the discounting calculation
with subsequent increases expensed to finance costs.

Payments to Broken Rock of CAD $30,000 (£16,158) have been made in the year to 31 December 2025 (2024: CAD $30,000 (£16,897)
to Broken Rock).




16. Reserves
Share-Based Payment Reserve
The share-based payment reserve represents the cumulative charge for options granted, still outstanding and not exercised.
Foreign Currency Translation Reserve
The translation reserve represents the exchange gains and losses that have arisen on the retranslation of
overseas operations.
Retained Losses
Retained losses represent the cumulative loss net of distributions to owners.



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99
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

17. Share capital
The table below presents the number of new Ordinary Shares after each equity transactions that occurred in the year ended 31 December 2025
and the year ended 31 December 2024.
Number of new
Ordinary Shares
No
Share
Capital
£
Authorised Share Capital
Ordinary Shares 500,000,000
Allotted, issued and fully paid ordinary shares of £1:
As at 1 January 2024 92,822,310 6,330,665
Placing on 23 May 2024 8,333,334 375,000
As at 12 June 2024 101,155,644 6,705,665
25 to 1 share consolidation on 13 June 2024 4,046,226 6,705,665
Conversion of Convertible Loan Notes 232,854 238,676
As at 1 January 2025 4,279,080 6,944,341
Placing- January 2025 910,000 455,000
Capitalisation of debt facility- March 25 362,250 181,125
Obonga extension consideration shares- April 2025 42,070 16,216
Warrant Exercise- June 2025 106,666 80,000
Director Subscription- June 2025 191,304 132,000
Placing- October 2025 1,000,000 600,000
WRAP retail offer- October 2025 92,616 55,570
As at 31 December 2025 6,983,986 8,464,252
On 23 May 2024 the Company announced the completion of a placing raising £375,000 (before expenses) by the issue of 8,333,334 new
ordinary shares at a price of 4.5 pence. Each Placing Share was issued with one warrant attached entitling the holder to subscribe for one
new ordinary share at a price of 7.5 pence with a life of 36 months from the date of Admission. The directly attributable costs associated
with the placing amounted to £29,850.
On 13 June 2024, the Company announced that at its Annual General Meeting held on 13 June 2024, inter alia, a resolution was passed
which approved the consolidation of 92,822,310 existing ordinary shares (“Existing Ordinary Shares”) of no par value on a 25 into 1
basis, such that every 100 Existing Ordinary Shares are consolidated into 4 ordinary shares. As a result of the approval of the Share
Consolidation, the Company had 3,712,892 new Ordinary Shares in issue. The announcement on 13 June 2024 reflected the number
of shares in issue prior to the May 2024 Placing as this was the figure stated in the Company’s AGM notice. The table above shows the
position reflecting the issue of the May placing shares which were then consolidated at the time of the approval of the share consolidation
at the Annual General Meeting on 13 June 2024.
On 30 July 2024 the Company announced that it received notification on 28 July 2024 that Darren Hazelwood, the chief executive officer
of the Company, had exercised the conversion rights attaching to the £56,000 of convertible loan notes held by him in respect of principal
and accrued interest of £9,520. As a consequence, Mr Hazelwood was issued with 63,922 new ordinary shares of no par value in the
capital of the Company at a price of £1.025 per ordinary share. The ordinary shares were admitted on 5 August 2024.
On 1 August 2024 the Company announced that it received notification on 31 July 2024 that Nicholas O’Reilly, the executive chairman of
the Company, had exercised the conversion rights attaching to the £50,000 of convertible loan notes held by him in respect of principal
and accrued interest of £8,500. As a consequence, Mr O’Reilly will be issued with 57,073 new ordinary shares of no par value in the capital
of the Company at a price of £1.025 per Ordinary Share. The ordinary shares were admitted on 8 August 2024.



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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

17. Share capital (continued)
On 6 November 2024 the Company announced that it received notification that the remaining convertible loan note holders had exercised
their conversion rights attaching to the (£60,987) of convertible loan notes held by them in respect of principal and interest due (which
includes a 4.25% extension premium). As a consequence, the remaining holders will be issued with 59,500 new ordinary shares of no par
value in the capital of the Company at a price of £1.025 per Ordinary Share. The ordinary shares were admitted on 11 November 2024.
On 25 November 2024 the Company announced that it received notification that the remaining convertible loan note holders had exercised
their conversion rights attaching to the (£53,668) of convertible loan notes held by them in respect of principal and interest due (which
includes a 4.25% extension premium). As a consequence, the remaining holders were issued with 52,360 new ordinary shares of no par
value in the capital of the Company at a price of £1.025 per ordinary share. The ordinary shares were admitted on 28 November 2024.
On 20 January 2025 the Company announced the completion of a conditional placing, confirming it has placed 910,000 ordinary shares
of no-par value at a price of 50 pence raising gross proceeds of £455,000. Each share was issued with one warrant attached entitling the
holder to subscribe for one new ordinary share at a price of 75 pence. The warrants have a life of 36 months from the date of Admission.
Admission took place on 28 February 2025. The directly attributable costs associated with the placing amounted to £31,850.
On 12 March 2025 the Company announced it had agreed terms to capitalise its only outstanding debt facilities, comprising the £150,000
of unsecured convertible loan notes announced 20 November 2023, which carry an interest rate of 15%. The Company settled this liability
by the issue of new ordinary shares with warrants attached, a combined total of 362,250 shares at an issue price 50p and delivered
362,250 warrants with an exercise price of 75p to the former holders of the loan notes. The warrants have a life of 3 years and be subject
to an “accelerator” requiring the warrants to be exercised should the Panther share price exceed £1.50 at any time over a period of 20
trading days following the date of the issue of the warrants.
On 3 April 2025 the Company announced an Amending Agreement on the Obonga project extending the existing agreement for a further
12 months and meaning that the exploration commitment is now spread over five years; whilst the original net smelter return royalty is
replaced with a gross revenue royalty equal to 1.5% of the gross value of the sale proceeds actually received by the royalty payer from
activity carried out on the Property. In connection with the signing of the Amending Agreement the Company allotted and issued 42,070
new ordinary shares with a value of Canadian $30,000 (£16,158) to Broken Rock based on the mid-market closing price of Panther’s
ordinary shares on 27 March 2025 and an exchange rate of CAD$1.85 to £1.00.
On 24 June 2025 the Company announced it had received notice of exercise of a total of 106,666 warrants with an exercise price of 75p
per share, raising £80,000 for the Company. Admission took place on 30 June 2025.
On 30 June 2025 the Company announced that Executive Chairman, Nicholas O’Reilly, and Chief Executive Officer, Darren Hazelwood,
had undertaken a direct share subscription with the Company for a total of £132,000 at the market mid-price of 69p. Mr Hazelwood
subscribed for a total of 155,072 new shares for a consideration of £107,000, taking his and Mrs Hazelwood’s total holding to 7.32% of
the issued share capital in the Company. Mr O’Reilly subscribed for a total of 36,232 new shares for a consideration of £25,000, taking
his total holding to 113,305 Ordinary Shares equivalent to 1.92% of the issued share capital in the Company.
On 28 October 2025 the Company announced that it had raised gross proceeds of £600,000 before expenses via a placing of 1,000,000
ordinary shares at a price of 60p per share. Admission took place on 31 October 2025. On 30 October 2025 the Company announced it
had raised gross proceeds of £55,570 in a WRAP retail offer of 92,616 ordinary shares at a price of 60p per share. Admission took place
on 31 October 2025. The directly attributable placing costs amounted to £49,334.


18. Prior Year Adjustment- Restatement of the Income Statement, Statement of Financial Position, Statement
of Cash Flows and Statement of Changes In Equity as at 1 January 2024 and 31 December 2024
During the current financial year, the Group identified the requirement for corrections in:
•
The application of IFRS2 Share Based Payments in relation to the valuation of investor warrants issued as part of placings and
the conversion of debt into equity which had incorrectly been brought under the scope of IFRS2 and valued and recognised in the
financial statements;
•
The recognition of the Growth Reward Scheme and the valuation of the options granted under the scheme;
•
The treatment of costs directly attributable to the issue of equity in accordance with IAS32 Financial Instruments: and
•
The application of IAS21 The Effects of Foreign Exchange Rates in relation to the requirement to present unrealised foreign exchange
differences on the translation of foreign operations in other comprehensive income and within a separate foreign exchange reserve.


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101
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
18. Prior Year Adjustment (continued)
In accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, the Group has corrected these errors
retrospectively by restating the comparative amounts for the prior period presented as follows
•
In relation to the IFRS2 correction, the valuation of 333,333 investor warrants issued in relation to the May 2024 placing and
amounting to £105,759 for the year ended 31 December 2024 has been reversed so that the income statement for the comparative
year ended 31 December 2024 has been restated to exclude any valuation of investor warrants.
•
In relation to the Growth Reward Scheme, the fair value of the 2,240,000 options granted to Darren Hazelwood and Nicholas O’Reilly
was not valued in the year ended 31 December 2024 but has been valued in the year ended 31 December 2025 with a restatement
of the position as at 31 December 2024 for the valuation as at the grant date of 1 November 2024 of £143,885 charged over the 3
year vesting period. £7,994 has been included as a charge to the income statement for the year with a corresponding credit to the
share based payment reserve.
•
In relation to IAS32, costs directly attributable to the issue of equity were taken to equity.
•
In relation to the IAS21 correction, a foreign exchange reserve has been created.
-
The retranslation of the foreign operations on an accumulated basis as at 31 December 2023 amounting to £14,358 has been
restated as a movement between retained losses and the foreign exchange reserve in the Statement of Changes in Equity.
-
The retranslation of the foreign operations for the year ended 31 December 2024 amounting to £129,916 has been represented in
other comprehensive losses rather than the income statement.
The financial impact of the correction on the prior period financial statements is summarised below:
Changes to Group Balance Sheet
As previously reported
1 January 2024
£
Adjustment
£
As restated on
1 January 2024
£
Translation of foreign operations accumulated
position as at 1 January 2024
(14,358)
Foreign exchange reserve
(14,358) (14,358)
Translation of foreign operations accumulated position as at 1 January 2024 14,358
Retained earnings- total
(3,364,817) 14,358 (3,350,459)
Changes to Group Balance Sheet
As previously reported
31 December 2024
£
Adjustment
£
As restated
31 December 2024
£
Derecognition of Investor Warrants (105,759)
Recognition of Growth Reward Scheme 7,994
Share based payment reserve- total 567,740 (97,765) 469,975
Translation of foreign operations for the year ended 31 December 2024 - (129,916)
Foreign Exchange Reserve (14,358) (129,916) (144,274)
Translation of foreign operations for the year ended 31 December 2024 129,916
Derecognition of Investor Warrants 105,759
Recognition of Growth Reward Scheme (7,994)
Share issue costs included in admin expenses rather than share capital 29,850
Retained earnings- total*
(5,386,527) 257,531 (5,128,996)
Share issue costs included in admin expenses rather than share capital (29,850)
Share capital
6,944,341 (29,850) 6,914,491
*The difference between the retained earnings per the prior year accounts and the amount reflected here relates to the £14k adjustment to the
opening retained earnings.


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18. Prior Year Adjustment (continued)
Changes to Group Income Statement
As previously reported
31 December 2024
£
Adjustment
£
As restated
31 December 2024
£
Derecognition of Investor Warrants 105,759
Recognition of Growth Reward Scheme (7,994)
Share based payment charge- total (152,991) 97,765 (55,226)
Share issue costs included in admin expenses rather than share capital 29,850
Administrative expenses
(692,010) 29,850 (662,160)
Changes to Group Income Statement
As previously reported
31 December 2024
£
Adjustment
£
As restated
31 December 2024
£
Translation of foreign operations for the year ended 31 December 2024 129,916
Derecognition of Investor Warrants 105,759
Recognition of Growth Reward Scheme (7,994)
Share issue costs included in admin expenses rather than share capital 29,850
Operating Loss total
(2,206,568) 257,531 1,949,037
Adjusted for :
Share based payment charge 152,991 (97,765) 55,226
Foreign exchange 111,818 (129,916) (18,099)

19. Share based payment transactions- Equity settled share-based payments
Options and warrants issued, cancelled and outstanding at the year end
At 1 January 2025
(Restated)
At 31 December
2025
No of options Issued Exercised Expired No of options
Obonga options issued to Broken Rock-
August 2021
20,000 - - - 20,000
Management options - August 2021 184,000 - - - 184,000
Placing Warrants - Aug 2022 834,909 - - (834,909) -
Management Options - November 2023 48,000 - - - 48,000
Placing warrants - May 2024 333,333 - - - 333,333
Placing warrants - January 2025 - 910,000 (106,666) - 803,334
Debt capitalisation warrants - March 2025 - 362,250 - - 362,250
Growth Reward Scheme - November 2024 2,240,000 - - - 2,240,000
3,660,242 1,272,250 (106,666) (834,909) 3,990,917
During the period the August 2022 Placing Warrants with a value of £277,664 expired (2024: £176,348)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
19. Share based payment transactions (continued)
Options and warrants outstanding and exercisable
Vested and
exercisable
Exercise
price (£)
Weighted average
contractual life
(years) Expiry date
Options under IFRS 2
Obonga options- August 2021 20,000 3.25 0.84 2 August 2026
Management options- August 2021 184,000 3.75 0.89 22 August 2026
Management Options- November 2023 48,000 1.50 3.09 1 November 2028
Growth Reward Scheme- November 2024 2,240,000 1.375 8.84 1 November 2034
Warrants outside the scope of IFRS 2
Placing warrants- May 2024 333,333 1.88 1.64 23 May 2027
Placing warrants- January 2025 803,334 0.75 2.41 28 February 2028
Debt capitalisation warrants- March 2025 362,250 0.75 2.53 12 March 2028
Growth Reward Scheme
The Directors Remuneration report on page 69 refers to the Growth Reward Scheme put in place on 1 November 2024. The Growth Reward
Scheme is a long-term incentive scheme offering options and a cash bonus if certain market capitalisation milestones are reached, such
awards requiring to be approved by the Remuneration Committee prior to being exercised. The following table sets out the total cumulative
options granted to Darren Hazelwood and Nicholas O’Reilly collectively.
Market Capitalisation (£M) Number of £1.375 Options Cash Bonus (£M)
30 160,000 -
50 160,000 -
100 320,000 2
150 160,000 -
250 320,000 4
400 160,000 -
500 320,000 20
650 160,000 -
800 160,000 -
1,000 320,000 50
Total 2,240,000 76
As the vesting conditions for the options granted in November 2024 were based on market conditions, the Monte Carlo valuation model has
been used to determine the vesting period and probability of the vesting conditions to provide a fair value based off the results calculated by
the model. The fair value recognised at grant date was £143,885 which is to be charged over the three year vesting period. The options lapse
after ten years but the assumed exercise date is 3 May 2031. Other inputs to the Monte Carlo model are the exercise price of £1.375, the risk
free rate of 4.25% and the volatility of 82%.


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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
19. Share based payment transactions (continued)
Management Options
A Black-Scholes model has been used to determine the fair value of the share options on the date of grant. The model assesses several
factors in calculating the fair value. These include the market price on the date of grant, the exercise price of the share options, the expected
share price volatility of the Company’s share price based on the historical volatility of the share price, the expected life of the options, the risk-
free rate of interest and the expected level of dividends in future periods.
Date of grant Risk free rate Share price volatility Expected Expiry date
Obonga options- August 2021 0.66% 55% 5 years 0.1363
Management options- August 2021 0.77% 55% 5 years 0.1175
Management Options- November 2023 5.49% 43% 5 years 0.0340
The total charge to the consolidated statement of comprehensive income for the period to 31 December 2025 was £95,194 (2024: restated
charge of £55,226).


20. Financial instruments
The following financial instruments were held at the balance sheet date (refer to financial instruments accounting policy for categorisation and
fair value hierarchy):
As at 31 December
2025
£
As at 31 December
2024
£
Financial assets
Fair value through profit or loss (Fair Value- Level 1) - 631,270
Other receivables (amortised cost) 109,799 91,079
Cash and cash equivalents (amortised cost) 71,085 17,536
180,884 739,885
Financial liabilities
Trade payables (amortised cost) 53,673 507,187
Accruals (amortised cost) 62,025 84,046
Deferred consideration (amortised cost) 135,450 154,368
Loan notes (amortised cost) - 172,500
Other payables (amortised cost) 140,814 6,030
392,962 924,131


Financial risk management objectives
In the normal course of its operations the Group is exposed to a variety of risks from both its operating and investing activities. The Group’s risk
management is coordinated by the Board of Directors and focuses on actively securing the Group’s short to medium term cash flows.
The main risks the Group is exposed to through its financial instruments are capital management risk, credit risk, market risk and liquidity risk.
Capital risk management
The Group manages its capital to ensure that it will be able to continue as a going concern while maximising the return to stakeholders through
the optimisation of the equity balance. The capital structure of the Group consists of equity attributable to equity holders consisting of issued
share capital, reserves and retained losses as disclosed in the Statement of Financial Position.

Credit risk
Credit risk is the risk of financial loss to the Group if a counterparty to a financial instrument fails to meet its contractual obligations. The Company
has borrowings outstanding from its subsidiaries, the ultimate realisation of which depends on the successful exploration and realisation of the
Group’s evaluation and exploration assets.




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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025



20. Financial instruments continued
Market risk
The Group will incur exploration costs in Canadian Dollars but it has raised capital in £Sterling and its banking facilities are based in the UK and
Canada. Fluctuations in exchange rates of Canadian Dollar against £ Sterling may materially affect the Group’s translated results of operations.
The Company does not enter forward exchange contracts to mitigate the exposure to foreign currency risk as amounts paid and received in
specific currencies are expected to largely offset one another and the currencies most widely traded are relatively stable.
As the Group’s activities continue to develop the Board of Directors will monitor the exposure to foreign currency risk. No sensitivity analysis has
been prepared on the basis that the effects are minimal.

Liquidity risk
Liquidity risk is the risk the Group will not be able to meet its financial obligations as they fall due. The ultimate responsibility for liquidity risk
management rests with the Board of Directors, which monitors the Company’s short-, medium- and long-term funding and liquidity management
requirements. The Company’s liquidity risk arises in supporting the exploration activities of its subsidiaries whilst also having sufficient resources
to maintain the Company’s listing status and overheads.
The Board of Directors maintains detailed working capital forecasts and exploration budgets to ensure sufficient resources exist to fund the
Group’s short-term plans. The Board will seek to raise funds from share capital to fund its medium to long term plans.
The Group’s financial liabilities, consisting of trade and other payables, were settled within four weeks of the year end.




21. Financial commitments
Dotted Lake Financial Commitments
The project licences held by Panther Canada in respect of Dotted Lake are subject to minimum spend requirements and to retain the licences
the Group is committed to spend CAD$69,600 in the next 12 months (2024: CAD$69,600).
Obonga Financial Commitments
The project licences held by Panther Canada at Obonga are subject to minimum spend requirements and to retain the licences the Group is
committed to spend CAD$458,000 in the next 12 months (2024: CAD$486,292).
Operating Lease Commitments
The Company leases its premises in Paynes Park Hitchin under a service agreement with a 3-month cancellation term giving rise to a potential
financial obligation of £1,912 should the lease be terminated.



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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

22. Related party transactions
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are at arm’s
length. The group is therefore not required to disclose transactions between the Company and its subsidiaries, as permitted by IAS 24.
Directors’ remuneration is detailed within the Directors’ Remuneration Report on page 68. During the year ended 31 December 2025, Directors’
remuneration has been paid to individuals as salaries (through payroll).
Mining Analyst Consulting Limited, a company owned by Nicholas O’Reilly, charged Panther Canada £20,000 (2024: £30,242) in respect of
geological consultancy services and charged the Company £30,000 (2024: £27,000) in relation to accounting and consultancy services. As at
31 December 2025 £nil was owed to Mining Analyst Consulting Limited in relation to the provision of these services (2024: £28,000)
Company Name Director
Year ended
31 December
2025
£
Year ended
31 December
2024
£
Mining Analyst Consulting Limited N O’Reilly / K O’Reilly 50,000 57,242
50,000 57,242
Amounts due to related parties stated in payables as at 31 December 2025 consists of £100,000 due to Darren Hazelwood (2024: £nil),
£34,986 (2024: £nil) due to Mining Analyst Consulting Limited (the consultancy company of Nicholas O’Reilly and Katherine O’Reilly).


23. Subsequent events
Placing
On 9 February 2026 the Company announced that it has raised gross proceeds of £1,190,000 (before expenses) through a placing of 1,700,000
ordinary shares of no par value at a price of 70 pence (the “Placing Price”). The Placing, which received substantial backing from new and
existing institutional investors and existing shareholders of the Company, was significantly oversubscribed and subject to scale back. The
shares were admitted on 16 February 2026.
Filing of Preliminary Non Offering Prospectus
On 13 February 2026 the Company announced that it has filed a preliminary non-offering prospectus (the “Prospectus”) with the Ontario
Securities Commission (the “Commission”) and has applied to the Canadian Securities Exchange (the “CSE”) for a secondary listing of its
ordinary shares on the CSE in Canada (the “Listing”). The Company’s ordinary shares will continue to be listed on the official list of the UK
Financial Conduct Authority and traded on the main market for listed securities of the London Stock Exchange PLC.
Final acceptance of the Prospectus and the Listing are subject to the review and approval of the Commission and the CSE, respectively. The
Prospectus contains important information relating to the Company and its currently issued shares capital and is subject to amendment as
may be required by the Commission. The Prospectus will be available for review under Panther’s profile on the Canadian System for Electronic
Document Analysis and Retrieval (“SEDAR+”) at www.sedarplus.ca.
Siltamaki Purchase Option- Obonga
Post year end on 15 January 2026 the Company announced announce the signing of a three year term purchase option agreement (the
“Purchase Option”) over three multicell mining claims (the “Properties” or “Claims”) which comprise the Otter Gold, Z2 Gold and Wig properties
at Obonga. The Purchase Option signed with Mrs Karen Siltamaki is a partial replacement for the purchase option agreement announced 22
November 2021 signed with her late spouse Mr Aki Siltamaki and secures Panther options over the Properties through to January 2029. The
Purchase Option allows Panther the option to purchase the Claims for a total cash consideration of CAN$200,000 and the award of a 1.5%
net smelter return (“NSR”) royalty (with a provision for Panther to reduce the royalty to 1.0% NSR through a CAD$1,000,000 buy-back). The
Purchase Option price, was CAD$10,000 with further payments of CAD$10,000 due on each anniversary of the date of signing, for three
consecutive years.


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107
Directors Darren Hazelwood (Chief Executive Officer)
Nicholas O’Reilly (Executive Chairman)
Simon Rothschild (Non-Executive Director)
Donna-Belen Humphreys (Non-Executive Director)
Katherine O’Reilly (Chief Financial Officer)
Secretary Cavendish Secretaries Limited
Company number 009753V (Isle of Man)
Registered office

19-21 Circular Road
Douglas
IM1 1AF
Isle of Man

Auditors PKF Littlejohn LLP
30 Churchill Place
London
E14 5RE
United Kingdom
Lawyers
Orrick, Herrington & Sutcliffe (UK) LLP
107 Cheapside
London
EC2V 6DN
United Kingdom
Bankers Bank of Montreal
595 Burrard Street
Vancouver
V7X1L7
Canada
Lloyds Bank PLC
1 Bancroft
Hitchin
SG25 1JQ
United Kingdom
Registrars Computershare Investor Services (Jersey) Limited
Queensway House
Hilgrove Street
St. Helier
Jersey
JE1 1ES
Channel Islands
COMPANY INFORMATION

Graphics
Panther Metals PLC
Eastways Enterprise Centre
7 Paynes Park, Hitchin, Hertfordshire,
SG5 1EH United Kingdom
+44 (0)1462 429743
info@panthermetals.co.uk
www.panthermetals.co.uk