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12 November 2024
Panthera Resources Plc
("Panthera" or the
"Company")
West African Business and Financing
Update
Panthera Resources Plc (AIM: PAT), the gold
exploration and development company with assets in India and West
Africa, is pleased to announce that it has arranged for the
issue of unsecured convertible loan notes to raise
approximately US$250,000 (the "Convertible Loan Notes" or the
"CLN") and separately, provides an update in relation to the
Company's West African gold
assets.
The CLN participants are Messrs William Potts
and Juan Mahler Llado, sophisticated investors in the AIM market
and the natural resources sector. The CLN proceeds contribute to
our West African exploration activities and serve as a first step
towards a potential broader strategic restructuring of the
Company's West African gold
business.
Background to
the Issue of the CLN
On 17 July 2024, the Company announced amongst
other matters that it continues to advance the potential
restructuring of its interests in its West African gold assets. The
Company's board of directors (the "Board" or the "Directors")
continues to explore all available options as to how the Company
may maximise value from these assets. This includes but is not
limited to exploring the potential separation of its West African
gold business to a new corporate vehicle.
Accordingly, related to the
CLN, the Company has entered into an exclusivity
agreement with the CLN participants (the
"Exclusivity Agreement") to progress discussions concerning,
inter alia, the terms of
any such separation as well as the financing of any such new
corporate vehicle.
If the Company proceeds in this manner, it is
anticipated that the CLN will be entirely repaid by this new
corporate vehicle and not Panthera. Alternatively, if the CLN
are converted pursuant to the terms described below, and prior to
the restructuring of its West African gold assets, it is
anticipated that the new corporate vehicle will make an additional
cash payment of US$250,000 to Panthera.
It is also anticipated that Panthera will hold
an equity interest in the new corporate vehicle alongside other new
investors, with Panthera's ultimate equity interest still to be
determined.
Early-stage
nature of discussion regarding West African gold
assets
At this stage, save for exclusivity provisions
contained in the Exclusivity Agreement, discussions regarding the
maximisation of value in relation to the Company's West African
gold assets remain at an early stage and are not binding.
Therefore, there can be no certainty as to the precise means of
implementing any such strategy, including but not limited to
whether the Company will separate its West African gold business to
a new corporate vehicle as well as the final binding terms and
conditions of any such proposal. It is anticipated that such terms
and conditions will be determined in forthcoming
negotiations. Any such proposal is conditional on the
proposal not being deemed a fundamental change of business pursuant
to Rule 15 of the AIM Rules for Companies.
Accordingly, the issue of the CLN is not
conditional on, inter
alia, the Board pursuing any such proposal and if the
Company does not pursue and complete any such proposal on or before
31 January 2025, the CLN will be converted in accordance with the
terms outlined below and the terms of the Exclusivity Agreement
will cease to apply.
The Company will provide further updates as
appropriate, including following the Board's assessment of the most
appropriate means to maximise value from its West African gold
assets.
Convertible
Loan Notes
The Convertible Loan Notes are being issued to
certain new investors and have a term until 31 January 2025. The
Convertible Loan Notes are unsecured and carry simple,
non-compounded interest at a rate of 10% per annum.
The Convertible Loan Notes are convertible into
new ordinary shares of 1 pence each in the Company ("Ordinary
Shares") at the price of 5.5 pence per new Ordinary Share. The
Convertible Loan Notes are convertible at the option of the holder
from the date of issuance. However, unless otherwise agreed the
Convertible Loan Notes will automatically convert into new Ordinary
Shares on 31 January 2025, subject to the requirements for an
application being made to the London Stock Exchange Plc for
admission of the new Ordinary Shares to trading on AIM. Until any
such conversion, the Convertible Loan Notes do not give the holder
voting rights over Ordinary Shares.
No application has been or will be made to any
stock exchange for the listing of, or for permission to deal in,
all or any of the Convertible Loan Notes.
The issue of the Convertible Loan Notes is not
conditional on the approval of shareholders of the Company and have
been issued using existing authorities.
Contacts
Panthera Resources PLC
Mark Bolton (Managing
Director)
+61 411 220 942
contact@pantheraresources.com
Allenby Capital Limited (Nominated Adviser & Joint
Broker)
+44 (0) 20 3328 5656
John Depasquale / Vivek
Bhardwaj (Corporate
Finance)
Guy McDougall / Kelly Gardiner
(Sales & Corporate
Broking)
Novum Securities Limited (Joint
Broker)
+44 (0) 20 7399 9400
Colin
Rowbury
Financial Public Relations
Zak
Mir
+44 (0) 786 752 7659
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