Acquisition of Bhukia JV Partner & Proposed Equity Issue
The Board of Panthera is pleased to announce that its subsidiary, Indo Gold Pty Limited (“IGL”), has entered into various agreements (the “Agreements”) to acquire Metal Mining India Private Limited (“MMI”), the Company’s joint venture (“JV”) partner in India, in respect of the Bhukia and Taregaon projects.
· Ownership interest in the Bhukia and Taregaon projects in India via IGL will increase to 100% (giving Panthera a 95% interest) if prospecting licences (PLs) are granted in the future.
· IGL will acquire all of MMI’s shares and has secured cooperation from the former shareholders in relation to a potential claim under the Australia-India Bilateral Investment Treaty (“ABIT”) together with their rights to bring a claim under the ABIT.
· Fasken, Panthera’s ABIT legal adviser, advises that a potential claim under the ABIT has legal merit.
· Ongoing discussions with several potential litigation funders to support a potential claim under the ABIT.
· Ongoing discussions with a potential new joint venture partner.
Commenting on the MMI acquisition, Mr. Mark Bolton, Managing Director of Panthera said:
“We wish to thank MMI and its shareholders for their dogged support over many years and numerous challenges. We wish them well with their future endeavours and also welcome them as significant new Panthera shareholders.
The acquisition of MMI and its shareholders’ legal rights has sound commercial merit for Panthera.
Should the Company resolve its ongoing dispute through the grant of the Bhukia Project PL, the purchase price is compelling. Furthermore, IGL’s interest in the Bhukia Project will increase from 70% to 100%.
Should the Company initiate an arbitration claim against the Government of India, the acquisition substantially simplifies the claim for damages. In addition, the Company would benefit from increased participation and cooperation in the legal proceedings, which would hopefully lead to a successful ABIT claim.
The Company nevertheless remains committed to an amicable and timely resolution of the dispute through negotiations. In this regard, the Company has and will continue to engage in good-faith dialogue with both the Governments of Rajasthan and India to develop Bhukia upon being granted the PL and deliver employment and tax revenues to the people of India as well as returns to our investors.
The Company is also in preliminary discussions with a potential new joint venture partner who will assist the Company with its ongoing operations, including the resolution of the ongoing dispute to grant the Bhukia Project PL .”
Proposed Equity Issue
The Board of Panthera is pleased to announce that it has arranged an equity capital raising with existing and institutional investors (the “Subscribers”) for £780,000 at 10 pence per share.
It is anticipated that the applicable subscription agreements will be executed shortly with settlement planned for on or about 4 November 2021. An application for the admission of the shares for trading on the AIM will be made in the ordinary course.
Commenting on the MMI acquisition, Mark Bolton, Managing Director of Panthera said:
“While the Company is reticent to dilute existing shareholders at current share price levels, the primary application of funds to the proposed MMI acquisition, announced earlier today, is persuasive. Furthermore, the modest quantum and negligible discount to the current share price will limit the impact on our existing shareholders.”
Reflecting the limited issue price discount, the Company and the Subscribers have agreed that if the Company issues any further shares for cash before 31 January 2022 (the “Subscription Period”) at a price of less £0.10 per share in order to raise a total sum of at least £250,000, the Subscribers may (but is not required to) subscribe for further ordinary shares in the capital of the Company at par value (“Additional Subscription”), such that the average price per share of the Subscription and the Additional Subscription when taken together is equal to the lower issue price.
Panthera Resources PLC
Mark Bolton (Managing Director) +61 411 220 942
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