TIDMPAT
RNS Number : 2348O
Panthera Resources PLC
29 September 2023
29 September 2023
Panthera Resources Plc
("Panthera", "PAT" or "the Company")
Audited Financial Results and Management Update for the 12
Months Ended March 31, 2023
Panthera Resources PLC (AIM: PAT), the gold exploration and
development company with assets in India and West Africa, is
pleased to provide a summary of the Company's audited financial
results for the year ended March 31, 2023.
Highlights of 2022-23 Financial Year
Panthera Resources PLC has navigated its fifth full year as an
AIM-quoted exploration and mining company. During this period, we
have focused the Company on advancing its gold projects in West
Africa while continuing our efforts to unlock the significant
potential value of the Bhukia Project ("Bhukia") in Rajasthan,
India.
Bhukia Project (Rajasthan, India)
-- On 28 February 2023 the Company announced that Indo Gold Pty
Ltd ("IGPL"), a subsidiary of the Company, executed a conditional
arbitration funding agreement (the "AFA") for up to US$10.5 million
in arbitration financing (the "Facility") with Litigation Capital
Management Limited ("LCM"), a firm quoted on the AIM Market of the
London Stock Exchange. LCM is a leading global litigation financier
with significant expertise in international arbitration and
cross-border disputes, including bilateral investment treaty claims
over mineral resource assets. On 25 August 2023, post the financial
year ended 31 March 2023 ("FY 2023" or the "2022-23 Financial
Year"), the Company announced that LCM had successfully completed
its due diligence resulting in the AFA becoming unconditional and
accordingly now available to IGPL and that the Facility has been
increased from US$10.5 million to US$13.6 million.
-- On 27 September 2023, the Company announced that the High
Court of Rajasthan ("HCR") had dismissed the writ petition to
reinstate the Company's PL application.
-- Subject to any earlier mutually acceptable resolution, the
Company will now pursue a claim against the Republic of India
("RoI") for breaches of its obligations under the Australia India
Bilateral Investment Treaty through, inter alia, international
arbitration.
Growing High Potential West Africa Gold Portfolio
Cascades (Burkina Faso)
-- During the 2022-23 Financial Year, two drilling campaigns
were completed at the Cascades Project. This follows the
announcement by the Company of a maiden mineral resource estimate
in October 2021 comprising an indicated resource of 264,000 ounces
and estimated inferred resource of 371,000 ounces.
-- Highlights from the June 2022 Cascades drilling programme, as
announced by the Company 7 September 2022 include:
- Confirmed the presence of a significant new gold zone at the
TT-13 target and that assay results include:
CS22-RC027 45-55m, 10m@ 1.55 g/t Au
CS22-RC028 25-29m, 4m@ 2.10 g/t Au
CS22-RC028 38-54m, 16m@ 1.26g/t Au
CS22-RC029 27-36m, 9m @ 1.08 g/t Au
CS22-RC029 56-66m, 10m@ 1.81g/t Au
- Infill drilling has added definition to the geological model
with high-grade mineralisation intersected in the Western Zone at
Daramandougou. Assay results including 3 metres @ 12.52g/t Au;
and
- Recent metallurgical test work confirms that the gold is free
milling
-- Highlights from the February 2023 Cascades drilling
programme, as announced by the Company on 25 May 2023, include:
- Two significant new zones confirmed with resource potential
from first pass drilling at Sina Yar and Far East Targets
- Intersections at Sina Yar included 34m@ 1.83 g/t Au and 18
metres @ 1.13g/t Au
- Extension of the 2022 discovery zone from step-out drilling at
the TT13 target.
Bido (Burkina Faso)
-- On 12 October 2022, the Company announced the results of the
induced polarisation ("IP") geophysical survey over an area of
approximately 15km2, in the Beredo and the Somika areas. The
Company targeted this volcanic centre with its maiden geophysical
survey at Bido, where previous geochemical work, including recent
rock sampling, had returned very promising results. These areas
also host extensive active artisanal workings.
-- The survey has identified a total of 47 anomalies, of which
28 are regarded as high-priority. Results indicate multiple targets
where strong/moderate IP axes defining both resistive and
conductive structures defined by the IP survey are coincident with
mapped vein structures, gold in rock samples and artisanal
workings.
Bassala (Mali)
-- On 5 September 2022, the Company completed 2,601m geochemical
drilling in 50 drill holes at the Bassala Project. Highlights:
- Five significant prospects defined from initial and follow-up
geochemical drilling campaigns. The most significant prospect is
the Tabakorole Prospect, which has a 2km strike length and where
drilling has identified wide zones of mineralisation.
- Significant silica-chlorite-sulphide alteration and associated
quartz veining were observed over most of the targeted
intervals.
- Drill assay results (based on 5m composite sampling)
include:
5 metres at 5.60 g/t from 40m ;
5 metres at 4.68 g/t from 10m ; and
5 metres at 3.73 g/t from 35m .
Chairman's Statement
Dear Shareholder,
It is with renewed pleasure that I present the annual report for
the 2022-23 Financial Year for Panthera Resources PLC. For many
years, Panthera's strategic objective has remained to create a
mid-tier mining company by building a strong portfolio of
high-quality, low-cost gold assets in West Africa and India. During
the financial year the Company has continued to focus on adding
value to our West African gold projects, while also seeking a
resolution to the impasse over the permitting of the Bhukia project
in Rajasthan, India (Bhukia).
My involvement commenced by co-founding the group in 2005,
originally to focus on gold exploration in India, and I acted as
Managing Director and Executive Chairman until its admission to
trading on AIM in 2017. For more than 3 years following the
commencement of our exploration at Bhukia in 2005, the Company
operated very successfully in India, reported a maiden mineral
resource estimate by applying a new exploration model and
introduced a deeper understanding of the metallurgical properties
of the mineralisation. It grew very rapidly and raised sufficient
capital from international financiers to complete feasibility
studies, then was denied its rightful follow-on mineral title in
2008. Over the years since, there have been many attempts to settle
matters with governments in India over obstacles to Bhukia
permitting, especially since floating on AIM in December 2017. None
of which were successful.
It goes without saying that our objective all along was to have
continued to invest heavily in the major gold discovery at Bhukia
and to have put it into production many years ago.
Since 2008, the Company has actively sought the approval of its
prospecting licence over Bhukia (the "PL") through the domestic
Indian legal system. In March 2021, the Government of India ("GoI")
amended the Mines and Minerals (Development and Regulation) Act
("MMDR2021") resulting in the immediate lapse of the preferential
right to a prospecting licence and a subsequent mining lease. As a
consequence of the introduction of the MMDR2021, on 27 September
2023, the Company announced that the High Court of Rajasthan
("HCR") had dismissed the writ petition to reinstate the Company's
PL application. The decision by the HCR adds to the act of
expropriation, and the Republic of India ("RoI") has again breached
its obligations to provide investment protections to IGPL and its
investment under the Australia India Bilateral Investment Treaty
("ABIT", "BIT" or the "Treaty"). Subject to any earlier mutually
acceptable resolution, the Company will now pursue a claim against
the RoI for breaches of its obligations under the Treaty through,
inter alia, international arbitration.
A claim for compensation pursuant to the Treaty will involve an
assessment of the market value of the Bhukia project immediately
before the expropriation. The Company believes that the market
value of Bhukia is substantial with the project ranking among the
top undeveloped gold projects in the world.
In order to support a damages claim against the Republic of
India for breaches of its obligations under the Treaty, the Company
has successfully secured US$13.6 million in arbitration financing
from Litigation Capital Management. LCM is a leading global
litigation financier with significant expertise in international
arbitration and cross-border disputes, including bilateral
investment treaty claims over mineral resource assets.
I would like to thank the executive team, the Panthera board of
directors (the "Board" or the "Directors") and Fasken for their
dedicated pursuit and achievement of what we hope and expect will
be, eventually, a very positive outcome for the Company.
In West Africa, the Company will continue its efforts to
generate value from its operations whilst being mindful of dilution
of the unrealised intrinsic value of Bhukia. It is presently
reviewing its strategic direction here, which process will involve
a careful assessment of portfolio quality and renewal, commodity
trends, the allocation of capital needed for exploration success,
and also understanding (from our shared exploration success
experiences) that a potential significant gold discovery is often
just one more drill campaign away. The agreement over Cascades
whereby DFR Gold Inc ("DFR") is spending up to US$18 million to
earn 80% interest in Cascades is an example of risk sharing that
comes into this changing strategic approach.
I commend this report to all shareholders and would like to
again thank all those involved in getting us to this point,
including the full Panthera board of directors, the executive team
and the Fasken team.
Michael Higgins
Non-Executive Chairman
29 September 2023
The audited Annual Report and Financial Statements for the year
ended 31 March 2023 will shortly be sent to shareholders and
published at: pantheraresources.com
Group statement of comprehensive income for the year ended 31
March 2023
2023 2022
$ USD $ USD
----------------------------------------------------- ----------- -----------
Continuing operations
Revenue - -
----------------------------------------------------- ----------- -----------
Gross profit - -
Other Income 12 76
Exploration costs expensed (940,028) (1,421,695)
Administrative expenses (1,320,934) (1,015,005)
Share of losses in Investment in Associate
and Joint Venture (896,216) (682,224)
----------------------------------------------------- ----------- -----------
Loss from operations (3,157,166) (3,118,848)
Investment revenues 24 -
Loss on sale of investments (294) -
----------------------------------------------------- ----------- -----------
Loss before taxation (3,157,436) (3,118,848)
Taxation - -
Other comprehensive income
Items that may be reclassified to profit or
loss:
Exchange differences (55,547) (31,505)
----------------------------------------------------- ----------- -----------
Loss and total comprehensive income for the
year (3,212,983) (3,150,353)
----------------------------------------------------- ----------- -----------
Total loss for the year attributable to:
- Owners of the parent Company (3,141,084) (3,082,722)
- Non-controlling interest (16,352) (36,126)
----------------------------------------------------- ----------- -----------
(3,157,436) (3,118,848)
----------------------------------------------------- ----------- -----------
Total comprehensive income for the year attributable
to:
* Owners of the parent Company (3,196,631) (3,114,227)
* Non-controlling interest (16,352) (36,126)
----------------------------------------------------- ----------- -----------
(3,212,983) (3,150,353)
----------------------------------------------------- ----------- -----------
Loss per share attributable to the owners
of the parent
Continuing operations (undiluted/diluted) (0.03) (0.03)
----------------------------------------------------- ----------- -----------
Group statement of financial position for the year ended 31
March 2023
2023 2022
$ USD $ USD
--------------------------------------------- ------------ ------------
Non-current assets
Intangible Assets 1,251,457 1,251,457
Property, plant and equipment 2,288 2,860
Investments 654,357 1,527,426
Financial assets at fair value through other
comprehensive income - -
--------------------------------------------- ------------ ------------
1,908,102 2,781,743
Current assets
Trade and other receivables 65,826 198,378
Cash and cash equivalents 126,275 175,925
--------------------------------------------- ------------ ------------
192,101 374,303
--------------------------------------------- ------------ ------------
Total assets 2,100,203 3,156,046
Non-current liabilities
Provisions 42,508 43,712
--------------------------------------------- ------------ ------------
42,508 43,712
Current liabilities
Provisions 27,160 25,249
Trade and other payables 799,293 666,290
--------------------------------------------- ------------ ------------
Total liabilities 868,961 735,251
--------------------------------------------- ------------ ------------
Net assets 1,231,242 2,420,796
--------------------------------------------- ------------ ------------
Equity
Share capital 1,721,441 1,408,715
Share premium 22,125,397 20,510,881
Capital reorganisation reserve 537,757 537,757
Other reserves 980,604 1,117,139
Retained earnings (23,755,864) (20,791,958)
--------------------------------------------- ------------ ------------
Total equity attributable to owners of the
parent 1,609,334 2,782,536
Non-controlling interest (378,092) (361,740)
--------------------------------------------- ------------ ------------
Total equity 1,231,242 2,420,796
--------------------------------------------- ------------ ------------
Group statement of changes of equity for the year ended 31 March
2023
Share Capital
Share premium re-organisation Other Retained Total Non-controlling
capital account reserve reserves earnings equity interest Total
$ USD $ USD $ USD $ USD $ USD $ USD $ USD $ USD
--------------- ---------- ----------- ---------------- ---------- ------------- ------------ ---------------- ------------
Balance at
1 April 2021 1,216,198 18,836,758 537,757 1,454,157 (18,021,219) 4,023,651 (325,614) 3,698,037
Year ended
31 March 2022:
Loss for the
year - - - - (3,082,722) (3,082,722) (36,126) (3,118,848)
Foreign
exchange
differences
realised
during
the year - - - - (31,505) (31,505) - (31,505)
--------------- ---------- ----------- ---------------- ---------- ------------- ------------ ---------------- ------------
Total
comprehensive
income for
the year - - - - (3,114,227) (3,114,227) (36,126) (3,150,353)
Share
Application
moneys
received - - - (45,658) - (45,658) - (45,658)
Share Options
Issued - - - 17,356 - 17,356 - 17,356
Share Options
Lapsed - - - (343,488) 343,489 - - -
Issue of
shares
during period 192,517 1,674,123 - - - 1,866,641 - 1,866,641
Foreign
exchange
differences
on
translation
of currency - - - 36,715 - 36,715 - 36,715
Loss on
remeasurement
of financial
assets at
FVOCI - - - (1,942) - (1,942) - (1,942)
--------------- ---------- ----------- ---------------- ---------- ------------- ------------ ---------------- ------------
Total
transactions
with owners,
recognised
directly in
equity 192,517 1,674,123 - (337,018) 343,489 1,873,111 - 1,873,111
--------------- ---------- ----------- ---------------- ---------- ------------- ------------ ---------------- ------------
Balance at
31 March 2022 1,408,715 20,510,881 537,757 1,117,139 (20,791,957) 2,782,536 (361,740) 2,420,796
--------------- ---------- ----------- ---------------- ---------- ------------- ------------ ---------------- ------------
Capital re-organisation reserve is the balance of share capital
remaining after the Company purchased all shares in its subsidiary
IGPL. Other reserves is the combined balance of the Share Option
Reserve, Unrealised gain on investments reserve and foreign
exchange translation reserve.
Share Capital
Share premium re-organisation Other Retained Total Non-controlling
capital account reserve reserves earnings equity interest Total
$ USD $ USD $ USD $ USD $ USD $ USD $ USD $ USD
--------------- ---------- ----------- ---------------- ---------- ------------- ------------ ---------------- ------------
Balance at
1 April 2022 1,408,715 20,510,881 537,757 1,117,139 (20,791,957) 2,782,536 (361,740) 2,420,796
Year ended
31 March 2023:
Loss for the
year - - - - (3,141,084) (3,141,084) (16,352) (3,157,436)
Foreign
exchange
differences
realised
during
the year - - - - (55,547) (55,547) - (55,547)
--------------- ---------- ----------- ---------------- ---------- ------------- ------------ ---------------- ------------
Total
comprehensive
income for
the year - - - - (3,196,631) (3,196,631) (16,352) (3,212,983)
Share Options
Issued - - - 16,902 - 16,902 - 16,902
Share Options
Exercised - - - (124,952) 124,952 - - -
Share Options
Lapsed - - - (107,771) 107,771 - - -
Issue of
shares
during period 303,319 1,612,747 - - - 1,916,066 - 1,916,066
Exercised
share
options
during
the period 9,406 97,047 - - - 106,453 - 106,453
Share issuance
costs - (95,279) - - - (95,279) - (95,279)
Foreign
exchange
differences
on
translation
of currency - - - 79,288 - 79,288 - 79,288
Total
transactions
with owners,
recognised
directly in
equity 312,726 1,614,516 - (136,535) 232,724 2,023,429 - 2,023,429
--------------- ---------- ----------- ---------------- ---------- ------------- ------------ ---------------- ------------
Balance at
31 March 2023 1,721,441 22,125,397 537,757 980,604 (23,755,864) 1,609,335 (378,092) 1,231,243
--------------- ---------- ----------- ---------------- ---------- ------------- ------------ ---------------- ------------
Group statement of cash flows for the year ended 31 March
2023
2023 2022
$ USD $ USD
---------------------------------------------- ------------ ------------
Cash flows from operating activities
Cash used in operations (1,847,133) (2,130,850)
Income taxes paid - -
---------------------------------------------- ------------ ------------
Net cash outflow from operating activities (1,847,133) (2,130,850)
Investing activities - (409)
Sale of property, plant and equipment - (409)
Sale/(Purchase) of investments - (687,809)
Additional investment in joint venture (23,305) -
Net cash generated /(used) in investing
activities (23,305) (688,218)
Financing activities
Proceeds from issue of shares net
of issue costs 1,820,788 1,403,815
Effect of exchange rate on cash - 1
---------------------------------------------- ------------ ------------
Net cash generated from financing
activities 1,820,788 1,403,816
Net decrease in cash and cash equivalents (49,650) (1,415,252)
Cash and cash equivalents at beginning
of year 175,925 1,591,177
Cash and cash equivalents at end of
year 126,275 175,925
---------------------------------------------- ------------ ------------
The following are the noncash transactions
during the year:
2023 2022
$ USD $ USD
---------------------------------------------- ------------ ------------
Noncash investing and financing transactions
Settlement of director's fee through 42,592 -
issuance of shares
Settlement of payables through issuance 59,971 -
of shares
Issuance of warrants to advisors in 16,902 -
lieu of services
Notes to the 2023 Financial Statements (Extract)
1 Accounting policies
Group information
Panthera Resources PLC is a public Company limited by shares incorporated
in the United Kingdom. The registered office is Salisbury House,
London Wall, London EC2M 5PS.
The Group consists of Panthera Resources PLC and its subsidiaries,
as listed in note 24.
1.1 Basis of preparation
The Group's and Company's financial statements for the year ended
31 March 2023 have been prepared in accordance with UK adopted
international accounting standards (IFRS) and in accordance with
the requirements of the Companies Act 2006.
The financial statements have been prepared on a historical cost
basis, except for the valuation of investments at fair value through
profit or loss and any fair value assessment made upon the acquisition
of assets. The principal accounting policies adopted are set out
below.
The functional currency of the Company is British Pounds (GBP).
This is due to the Company being registered in the U.K and being
listed on AIM, a London based market. Additionally, a large proportion
of its administrative and operative costs are denominated in GBP.
The financial statements are prepared in United States Dollars
($), which is the reporting currency of the Group. Monetary amounts
in these financial statements are rounded to the nearest whole
dollar. This has been selected to align the Group with accounting
policies of other major gold-producing Companies, the majority
of whom report in $.
As permitted by section 408 of the Companies Act 2006, the Company
has not presented its own statement of comprehensive income and
related notes. The Company's loss for the year was $2,461,074
(2022: loss of $2,766,876).
1.2 Basis of consolidation
The consolidated financial statements comprise the financial statements
of Panthera Resources PLC and its subsidiaries as at 31 March
2023.
Panthera Resources PLC was incorporated on 8 September 2017. On
21 December 2017, Panthera Resources PLC acquired the entire share
capital of IGMPL by way of a share for share exchange. The transaction
has been treated as a Group reconstruction and has been accounted
for using the reverse merger accounting method. This transaction
does not satisfy the criteria of IFRS 3 Business Combinations
and therefore falls outside the scope of the standard. Accordingly,
the financial information for the current year and comparatives
have been presented as if IGMPL has been owned by Panthera Resources
PLC throughout the current and prior years.
On 26 October 2021, IGMPL acquired Metal Mines India Private Limited
by way of cash and share exchange. The transaction has been treated
as an asset acquisition. This transaction does not satisfy the
criteria of IFRS 3 Business Combinations and therefore falls outside
the scope of the standard. Accordingly, the financial information
for the current year has been presented as if Metal Mines India
Private Limited has been owned by IGMPL throughout the current
year.
A controlled entity is any entity Panthera Resources PLC has the
power to control the financial and operating policies of, so as
to obtain benefits from its activities. Details of the subsidiaries
are provided in note 24. The assets, liabilities and results of
all subsidiaries are fully consolidated into the financial statements
of the Group from the date on which control is obtained by the
Group. The consolidation of a subsidiary is discontinued from
the date that control ceases. Intercompany transactions, balances
and unrealised gains or losses on transactions between Group entities
are fully eliminated on consolidation. Accounting policies of
subsidiaries have been changed and adjustments made where necessary
to ensure uniformity of the accounting policies adopted by the
Group.
Equity interests in a subsidiary not attributable, directly or
indirectly, to the Group are presented as "non-controlling interests".
The Group initially recognises non-controlling interests that
are present ownership interests in subsidiaries either at fair
value or at the non-controlling interests' proportionate share
of the subsidiary's net assets when the holders are entitled to
a proportionate share of the subsidiary's net assets on liquidation.
All other components of non-controlling interests are initially
measured at their acquisition-date fair value. Subsequent to initial
recognition, non-controlling interests are attributed their share
of profit or loss and each component of other comprehensive income.
Non-controlling interests (when applicable) are shown separately
within the equity section of the statement of financial position
and statement of comprehensive income.
Associates are entities over which the Group has significant influence
but not control over the financial and operating policies. Investments
in associates are accounted for using the equity method of accounting
and are initially recognised at cost. The Group's share of its
associates' post-acquisition profits or losses is recognised in
profit or loss, and its share of post-acquisition movements in
reserves is recognised in other comprehensive income. The cumulative
post acquisition movements are adjusted against the carrying amount
of the investment. Accounting policies of equity-accounted investees
have been changed where necessary to ensure consistency with the
policies adopted by the Group.
The Group is a party to a joint venture when there is a contractual
arrangement that confers joint control over the relevant activities
of the arrangement to the Group and at least one other party.
Joint control is assessed under the same principles as control
over subsidiaries.
The Group accounts for its interests in joint ventures in the
same manner as investments in Associates (i.e. using the equity
method). Any premium paid for an investment in a joint venture
above the fair value of the Group's share of the identifiable
assets, liabilities and contingent liabilities acquired is capitalised
and included in the carrying amount of the investment in joint
venture. Where there is objective evidence that the investment
in a joint venture has been impaired the carrying amount of the
investment is tested for impairment in the same way as other non-financial
assets.
1.3 Going concern
The financial statements have been prepared on a going concern
basis. The group incurred a net loss of $3,212,983 and incurred
operating cash outflows of $1,847,133 and is not expected to generate
any revenue or positive outflows from operations in the 12 months
from the date at which these financial statements were signed.
Management indicate that on current expenditure levels, all current
cash held will be used prior to the 12 months subsequent of the
signing of the financial statements.
The Directors are currently in talks with potential investors
to secure the necessary funding to ensure that the Group can continue
to fund its operations for the 12 months subsequent to the date
of the signing of the financial statements. While they are confident
that they will be able to secure the necessary funding, the current
conditions do indicate the existence of a material uncertainty
that may cast significant doubt regarding the applicability of
the going concern assumption and the auditors have made reference
to this in their audit report.
The Directors have, in the light of all the above circumstances,
a reasonable expectation that the Group has adequate resources
to continue in operational existence for the foreseeable future.
Thus, they continue to adopt the going concern basis of accounting
preparing the Group Financial Statements.
1.4 Segmental reporting
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision-maker.
The chief operating decision-maker, which is responsible for allocating
resources and assessing performance of the operating segments,
has been identified as the Board of Directors that makes strategic
decisions.
1.5 Fair Value of Assets and Liabilities
The Group measures some of its assets and liabilities at fair
value on either a recurring or non-recurring basis, depending
on the requirements of the applicable Accounting Standard.
Fair value is the price the Group would receive to sell an asset
or would have to pay to transfer a liability in an orderly (i.e.
unforced) transaction between independent, knowledgeable and willing
market participants at the measurement date.
As fair value is a market-based measure, the closest equivalent
observable market pricing information is used to determine fair
value. Adjustments to market values may be made having regard
to the characteristics of the specific asset or liability. The
fair values of assets and liabilities that are not traded in an
active market are determined using one or more valuation techniques.
These valuation techniques maximise, to the extent possible, the
use of observable market data.
To the extent possible, market information is extracted from either
the principal market for the asset or liability (i.e. the market
with the greatest volume and level of activity for the asset or
liability) or, in the absence of such a market, the most advantageous
market available to the entity at the end of the reporting period
(i.e. the market that maximises the receipts from the sale of
the asset or minimises the payments made to transfer the liability,
after taking into account transaction costs and transport costs).
For non-financial assets, the fair value measurement also takes
into account a market participant's ability to use the asset in
its highest and best use or to sell it to another market participant
that would use the asset in its highest and best use.
The fair value of liabilities and the entity's own equity instruments
(excluding those related to share-based payment arrangements)
may be valued, where there is no observable market price in relation
to the transfer of such financial instruments, by reference to
observable market information where such instruments are held
as assets. Where this information is not available, other valuation
techniques are adopted and, where significant, are detailed in
the respective note to the financial statements.
1.6 Business combinations
Business combinations occur where an acquirer obtains control
over one or more businesses.
A business combination is accounted for by applying the acquisition
method, unless it is a combination involving entities or businesses
under common control. The business combination will be accounted
for from the date that control is attained, whereby the fair values
of the identifiable assets acquired and liabilities (including
contingent liabilities) assumed are recognised (subject to certain
limited exceptions).
When measuring the consideration transferred in the business combination,
any asset or liability resulting from a contingent consideration
arrangement is also included. Subsequent to initial recognition,
contingent consideration classified as equity is not remeasured
and its subsequent settlement is accounted for within equity.
Contingent consideration classified as an asset or a liability
is remeasured in each reporting period to fair value recognising
any change to fair value in profit or loss, unless the change
in value can be identified as existing at acquisition date.
All transaction costs incurred in relation to business combinations,
other than those associated with the issue of a financial instrument,
are recognised as expenses in profit or loss.
The acquisition of a business may result in the recognition of
goodwill or a gain from a bargain purchase.
Included in the measurement of consideration transferred is any
asset or liability resulting from a contingent consideration arrangement.
Any obligation incurred relating to contingent consideration is
classified as either a financial liability or equity instrument,
depending on the nature of the arrangement. Rights to refunds
of consideration previously paid are recognised as receivables.
Subsequent to initial recognition, contingent consideration classified
as equity is not re-measured and its subsequent settlement is
accounted for within equity.
Contingent consideration classified as an asset or a liability
is re-measured each reporting period to fair value through the
statement of comprehensive income, unless the change in value
can be identified as existing at acquisition date.
All transaction costs incurred in relation to the business combination
are expensed to the consolidated statement of comprehensive income.
The Group transferred the non-Indian assets from IGPL to the parent
company following the execution of the funding agreement with
Galaxy to invest directly in the equity of IGPL. The transfer
was completed on 28 March 2019.
During the prior year the Group formed a new wholly owned group
to hold Mali interests, Panthera Mali (UK) Limited and local company
Panthera Exploration Mali SARL.
1.7 Taxation
Income tax expense represents the sum of the tax currently payable
and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year.
Taxable profit differs from profit as reported in the consolidated
statement of comprehensive income because of items of income or
expense that are taxable or deductible in other years and items
that are never taxable or deductible. The Group's liability for
current tax is calculated using tax rates that have been enacted
or substantively enacted by the end of the reporting period.
Deferred tax
Deferred tax is recognised on temporary differences between the
carrying amounts of assets and liabilities in the consolidated
financial statements and the corresponding tax bases used in the
computation of taxable profit. Deferred tax liabilities are generally
recognised for all taxable temporary differences. Deferred tax
assets are generally recognised for all deductible temporary differences
to the extent that it is probable that taxable profits will be
available against which those deductible differences can be utilised.
Such deferred tax assets and liabilities are not recognised if
the temporary difference arises from goodwill or from the initial
recognition (other than in a business combination) of other assets
and liabilities in a transaction that affects neither the taxable
profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary
differences associated with investments in subsidiaries and associates,
and interest in joint ventures, except where the Group is able
to control the reversal of the temporary difference and it is
probable that the temporary difference will not reverse in the
foreseeable future. Deferred tax assets arising from deductible
temporary differences associated with such investments and interests
are only recognised to the extent that it is probable that there
will be sufficient taxable profits against which to utilise the
benefits of the temporary differences and they are expected to
reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the
end of each reporting period and reduced to the extent that it
is no longer probable that sufficient taxable profits will be
available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates
that are expected to apply in the period in which the liability
is settled or asset is realised, based on tax rates (and tax laws)
that have been enacted or substantively enacted by the end of
the reporting period. The measurement of deferred tax liabilities
and assets reflects the tax consequences that would follow from
the manner in which the Group expects, at the end of the reporting
period, to recover or settle the carrying amount of its assets
and liabilities.
Deferred tax assets and liabilities are offset when there is a
legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes levied
by the same taxation authority and the Group intends to settle
its tax assets and liabilities on a net basis.
Current and deferred tax for the year
Current and deferred tax are recognised in profit or loss, except
when they relate to items that are recognised in other comprehensive
income or directly in equity, in which case the current and deferred
tax are also recognised in other comprehensive income or directly
in equity, respectively. Where current tax or deferred tax arises
from the initial accounting for a business combination, the tax
effect is included for the business combination.
The purchase method of accounting is used for all acquisitions
of assets regardless of whether equity instruments or other assets
are acquired. Cost is measured as the fair value of the assets
given up, shares issued, or liabilities undertaken at the date
of acquisition plus incidental costs directly attributable to
the acquisition.
1.8 Acquisitions of assets
The purchase method of accounting is used for all acquisitions
of assets regardless of whether equity instruments or other assets
are acquired. Cost is measured as the fair value of the assets
given up, shares issued, or liabilities undertaken at the date
of acquisition plus incidental costs directly attributable to
the acquisition.
1.9 Revenue recognition
The Group currently is in the exploration and development phase
of its assets and has no directly attributable revenues. For any
one-off items transacted, revenues are recognised at fair value
of the consideration received, net of the amount of value added
tax ("VAT) or similar taxes payable to the taxation authority.
Exchanges of goods or services of the same nature and value without
any cash consideration are not recognised as revenues.
Interest income from a financial asset is recognised when it is
probable that the economic benefits will flow to the Group and
the amount of revenue can be measured reliably. Interest income
is accrued on a time basis, by reference to the principal outstanding
and the effective interest rate applicable.
1.10 Payables
A liability is recorded for goods and services received prior
to balance date, whether invoiced to the Group or not. Payables
are normally settled within 30 days.
1.11 Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held
at call with financial institutions, other short-term, highly
liquid investments with original maturities of three months or
less that are readily convertible to known amounts of cash and
which are subject to an insignificant risk of changes in value,
and bank overdrafts. The Group currently does not utilise any
bank overdrafts.
1.12 Exploration and Development Expenditure
Exploration and evaluation costs are expensed as incurred. Acquisition
costs will normally be expensed but will be assessed on a case
by case basis and if appropriate may be capitalised. These acquisition
costs are only carried forward to the extent that they are expected
to be recouped through the successful development or sale of the
area. Accumulated acquisition costs in relation to an abandoned
area are written off in full against profit in the year in which
the decision to abandon the area is made.
The carrying values of acquisition costs are reviewed for impairment
when events or changes in circumstances indicate the carrying
value may not be recoverable.
1.13 Financial Assets
The Group and Company has classified all of its financial assets
as loans and receivables. The classification depends on the purpose
for which the financial assets were acquired. Management determines
the classification of its financial assets at initial recognition.
Loans and receivables are non-derivative financial assets with
fixed or determinable payments that are not quoted in an active
market. They are included in current assets. The Group's loans
and receivables comprise trade and other receivables and cash
and cash equivalents in the Statement of Financial Position.
Loans and receivables are initially recognised at fair value plus
transaction costs and are subsequently carried at amortised cost
using the effective interest method, less provision for impairment.
Impairment of financial assets
The Group assesses, on a forward-looking basis, the expected credit
losses associated with its debt instruments carried at amortised
cost. The impairment methodology applied depends on whether there
has been a significant increase in credit risk. A financial asset,
or a group of financial assets, is impaired, and impairment losses
are incurred, only if there is objective evidence of impairment
as a result of one or more events that occurred after the initial
recognition of the asset (a "loss event"), and that loss event
(or events) has an impact on the estimated future cash flows of
the financial asset, or group of financial assets, that can be
reliably estimated.
The criteria that the Group and Company uses to determine that
there is objective evidence of an impairment loss include:
* significant financial difficulty of the issuer or
obligor;
* a breach of contract, such as a default or
delinquency in interest or principal repayments.
The amount of the loss is measured as the difference between the
asset's carrying amount and the present value of estimated future
cash flows (excluding future credit losses that have not been
incurred), discounted at the financial asset's original effective
interest rate. The asset's carrying amount is reduced, and the
loss is recognised in the profit or loss.
For trade receivables, the Group applies the simplified approach
permitted by IFRS 9, which requires expected lifetime losses to
be recognised from initial recognition of the receivables.
If, in a subsequent year, the amount of the impairment loss decreases
and the decrease can be related objectively to an event occurring
after the impairment was recognised (such as an improvement in
the trade and other receivables credit rating), the reversal of
the previously recognised impairment loss is recognised in the
Statement of Comprehensive Income.
1.14 Impairment of Assets
At each reporting date, the Group reviews the carrying values
of its tangible and intangible assets to determine whether there
is any indication that those assets have been impaired. If such
an indication exists, the recoverable amount of the asset, being
the higher of the asset's fair value less costs to sell and value
in use, is compared to the asset's carrying value. Any excess
of the asset's carrying value over its recoverable amount is expensed
to the income statement.
Impairment testing is performed annually for goodwill and intangible
assets with indefinite lives.
Where it is not possible to estimate the recoverable amount of
an individual asset, the Group estimates the recoverable amount
of the cash-generating unit to which the asset belongs.
1.15 Foreign currency transactions and balances
Transactions and balances
Foreign currency transactions are translated into functional currency
using the exchange rates prevailing at the date of the transaction.
Foreign currency monetary items are translated at the year-end
exchange rate. Non-monetary items measured at historical cost
continue to be carried at the exchange rate at the date of the
transaction. Non-monetary items measured at fair value are reported
at the exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of monetary items
are recognised in the income statement, except where deferred
in equity as a qualifying cash flow or net investment hedge.
Exchange differences arising on the translation of non-monetary
items are recognised directly in equity to the extent that the
gain or loss is directly recognised in equity; otherwise the exchange
difference is recognised in the income statement.
Group companies
The financial results and position of foreign operations whose
functional currency is different from the Group's presentation
currency are translated as follows:
* assets and liabilities are translated at year-end
exchange rates prevailing at that reporting date;
* income and expenses are translated at average
exchange rates for the period; and
* equity and retained earnings balances are translated
at the exchange rates prevailing at the date of the
transaction.
1.16 Employee benefits
A liability is recognised for benefits accruing to employees in
respect of wages and salaries, annual leave, long service leave,
and sick leave when it is probable that settlement will be required
and they are capable of being measured reliably.
Liabilities recognised in respect of employee benefits expected
to be settled within 12 months are measured at their nominal values
using the remuneration rate expected to apply at the date of settlement.
Liabilities recognised in respect of employee benefits which are
not expected to be settled within 12 months are measured as the
present value of the estimated future cash outflows to be made
by the Group in respect of services provided to employees up to
reporting date.
1.17 Value Added Tax (VAT) and similar taxes
Revenues, expenses and assets are recognised net of the amount
of VAT or similar tax, except where the amount of tax incurred
is not recoverable from the relevant taxing authority. In these
circumstances the tax is recognised as part of the cost of acquisition
of the asset or as part of an item of the expense. Receivables
and payables in the consolidated statement of financial position
are shown inclusive of tax.
1.18 Provisions
Provisions are recognised when the Group has a legal or constructive
obligation, as a result of past events, for which it is probable
that an outflow of economic benefits will result and that outflow
can be reliably measured.
1.19 Plant and equipment
Each class of plant and equipment is carried at cost less, where
applicable, any accumulated depreciation and impairment losses.
Plant and equipment are measured on the cost basis less depreciation
and impairment losses. The carrying amount of plant and equipment
is reviewed annually by Directors to ensure it is not in excess
of the recoverable amount from these assets.
All other repairs and maintenance are charged to the income statement
during the financial period in which they are incurred.
The depreciable amount of all fixed assets is depreciated on a
diminishing value basis over the asset's useful life to the consolidated
Group commencing from the time the asset is held ready for use.
Class of Fixed Asset Depreciation rate
Property Plant and Equipment 10% - 50%
The assets' residual values and useful lives are reviewed, and
adjusted if appropriate, at each Statement of financial position
date.
An asset's carrying amount is written down immediately to its
recoverable amount if the asset's carrying amount is greater than
its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds
with the carrying amount. These gains or losses are included in
the income statement.
1.20 Financial assets at fair value through other comprehensive income
Financial assets at fair value through other comprehensive income
are non-derivative financial assets that are either not capable
of being classified into other categories of financial assets
due to their nature or they are designated as such by management.
They comprise investments in the equity of other entities where
there is neither a fixed maturity nor fixed or determinable payments
and the intention is to hold them for the medium to long term.
They are subsequently measured at fair value with any re-measurements
other than impairment losses and foreign exchange gains and losses
recognised in Reserves. When the financial asset is derecognised,
the cumulative gain or loss pertaining to that asset previously
recognised in Reserves is reclassified into profit or loss.
The financial assets are presented as non-current assets unless
they matured, or the intention is to dispose of them within 12
months of the end of the reporting period.
1.21 Share-based payments
The Group operates equity-settled share-based payment option schemes.
The fair value of the options to which employees become entitled
is measured at grant date and recognised as an expense over the
vesting period, with a corresponding increase to an equity account.
The fair value of options is ascertained using a Black-Scholes
pricing model which incorporates all market vesting conditions.
The number of options expected to vest is reviewed and adjusted
at the end of each reporting date such that the amount recognised
for services received as consideration for the equity instruments
granted shall be based on the number of equity instruments that
eventually vest.
1.22 Critical accounting estimates and judgements
The Directors evaluate estimates and judgments incorporated into
the financial statements based on historical knowledge and best
available current information. Estimates assume a reasonable expectation
of future events and are based on current trends and economic
data, obtained both externally and within the Group.
Key estimates - Impairment of the carrying value of investments
& financial assets
The Group assesses impairment at the end of each reporting period
by evaluating the conditions and events specific to the Group
that may be indicative of impairment triggers. Recoverable amounts
of relevant assets are reassessed using value-in-use calculations
that incorporate various key assumptions.
Management make judgements in respect of the carrying value of
their investments both at a group and company level. In undertaking
this exercise management make estimations in respect of the projected
success of the associates projects at the period end based on
the information available at that time including, but not limited
to, the financing available to the associate to pursue its projects.
At the year end they consider the best estimate of the carrying
value of the associate to be same at both a Group and Company
level. Refer to note 13 for additional information.
Key estimates - Estimated fair value of certain financial assets
measured at fair value through other comprehensive income
The fair value of financial instruments that are not traded in
an active market are determined using judgement to make assumptions
that are mainly based on market conditions existing at the end
of each reporting period. Refer to note 14 for additional information.
Intangible exploration assets and legal rights to licence recorded
at costs on acquisition
The costs incurred to acquire legal rights to exploration licences
are recognised at costs. When the acquisition of an entity does
not qualify as a business, the Directors consider the excess of
the consideration over the acquired assets and liabilities is
attributed to the costs of the licence and capitalise these as
exploration and evaluation assets. These assets are subject to
periodic impairment reviews which require management estimation
and judgement. Refer to note 11 for information on these judgements.
Key estimates - Estimated fair value of share based payments
The fair value of share based payments is determined as the value
of services provided or the contracted amount. Options and warrants
issued are valued using the Black-Scholes pricing model using
the Company's share price, and the gold ETF volatility index.
Refer to note 8 for additional information.
Key estimates - assessment of level of control in joint venture
and associate
The assessment of the level of control over the joint venture
and associate is a key judgement. For the joint venture this has
been determined based on the agreed management committee representation
pursuant to the applicable agreement. Refer to note 13 for additional
information.
2 Adoption of new and revised standards and changes in accounting
policies
At the date of authorisation of these financial statements, there
are no new, but not yet effective, standards, amendments to existing
standards, or interpretations that have been published by the
IASB that will have a material impact on these financial statements.
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
Subscribe for Regular Updates
Follow the Company on Twitter at @PantheraPLC
For more information and to subscribe to updates visit:
pantheraresources.com
Qualified Person
The technical information contained in this disclosure has been
read and approved by Ian S Cooper (BSc, ARSM, Fausi MM, FGS), who
is a qualified geologist and acts as the Qualified Person under the
AIM Rules - Note for Mining and Oil & Gas Companies. Mr Cooper
is a geological consultant to Panthera Resources PLC.
UK Market Abuse Regulation (UK MAR) Disclosure
The information contained within this announcement is deemed by
the Company to constitute inside information for the purposes of
Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations
2019/310. Upon the publication of this announcement via a
Regulatory Information Service ("RIS"), this inside information is
now considered to be in the public domain.
Forward-looking Statements
This news release contains forward-looking statements that are
based on the Company's current expectations and estimates.
Forward-looking statements are frequently characterised by words
such as "plan", "expect", "project", "intend", "believe",
"anticipate", "estimate", "suggest", "indicate" and other similar
words or statements that certain events or conditions "may" or
"will" occur. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that could cause
actual events or results to differ materially from estimated or
anticipated events or results implied or expressed in such
forward-looking statements. Such factors include, among others: the
actual results of current exploration activities; conclusions of
economic evaluations; changes in project parameters as plans
continue to be refined; possible variations in ore grade or
recovery rates; accidents, labour disputes and other risks of the
mining industry; delays in obtaining governmental approvals or
financing; and fluctuations in metal prices. There may be other
factors that cause actions, events or results not to be as
anticipated, estimated or intended. Any forward-looking statement
speaks only as of the date on which it is made and, except as may
be required by applicable securities laws, the Company disclaims
any intent or obligation to update any forward-looking statement,
whether as a result of new information, future events or results or
otherwise. Forward-looking statements are not guarantees of future
performance and accordingly, undue reliance should not be put on
such statements due to the inherent uncertainty therein.
**ENDS**
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END
FR BUGDCIBDDGXC
(END) Dow Jones Newswires
September 29, 2023 11:20 ET (15:20 GMT)
Panthera Resources (LSE:PAT)
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