Panthera Resources’ Indo Gold Pty to acquire Metal Mining India Private Limited

Panthera Resources plc (LON:PAT) has announced that its subsidiary, Indo Gold Pty Limited, has entered into various agreements to acquire Metal Mining India Private Limited, the Company’s joint venture partner in India, in respect of the Bhukia and Taregaon projects.

Highlights

·       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 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.”

Summary of the Agreements

a)         IGL acquires 100% of the shares in MMI (“MMI shares”).

b)        IGL secures MMI’s former shareholders’ rights to litigation or arbitration inclusive of any claims under the ABIT (“Claim Rights”).

c)         In addition to the acquisition of the MMI Shares and Claim Rights, MMI’s former shareholders have variously agreed to:

·        assist in the provision of information and relevant records relating to legal proceedings;

·        provide written or testimonial evidence and cooperate with counsel in the preparation for any examinations or hearings; and

·        attend any court, tribunal or arbitration hearings.

d)        The aggregate consideration payable to the shareholders of MMI is A$1.82 million (£0.99 million) comprising:

·        the issue of 3.04 million PAT shares at £0.12 per share on or before 16 November 2021;

·        A$0.92 million (£0.5 million) in cash on or before 16 November 2021; and

·        assumption of A$0.22million (£0.12 million) in shareholder loans in MMI with an agreed repayment date of 29 April 2022.

Overview of the Bhukia Project

The Bhukia Project consists of a PL application that lies within the area of MMI’s formerly granted permits in southern Rajasthan. The Company made its initial investment in Bhukia, through its 95% owned Australian subsidiary, IGL within two large Reconnaissance Permits granted to MMI, valid from January 2005 through October 2008.  The Company managed the joint venture exploration programmes and all work was done in accordance with government rules and regulations and reported on time, in a professional manner. A total of 21 holes were drilled by IGL and a JORC compliant resource of 1.74 million ounces at 1.4 g/t gold (2008) was reported.

The resource is only defined over approximately 10% of the gold-in-soil anomaly that was outlined by the Company and additional high potential exploration targets were identified  at the completion of reconnaissance work.  Indeed, funds were available at the time, had the PL been granted in due course as anticipated in 2008, to complete the planned next phase of more detailed drilling that the Company expected would provide sufficient encouragement to proceed to feasibility studies.

Furthermore, the Bhukia area was the site of a 20-year scientific research/exploration effort by the Geological Survey of India (GSI) during which it ran annual campaigns in phases that were reported in periodic and annual reports, culminating in a published memoir in 2014 synthesising the results of over 150 drill holes, extensive mapping, sampling and other studies. In its Bulletin Series A (April 2014), the GSI reported reserve/resource estimates which we cannot classify under the internationally accepted JORC Code and Guidelines, but which, in addition to the Company’s work substantiates a well-defined geological exploration target of over 6.0 Moz. of gold.

Management continues to believe that the Bhukia Gold Project demonstrates all the key characteristics that will enable low-cost production.  Early conceptual studies suggest that a future operation, if proved feasible, will incorporate a shallow open pit mine with consistent and continuous grades. The characteristics of the gold mineralized body defined to date suggest low stripping ratios and potential capture of by-product copper and cobalt credits, all of which might result in favourable operating costs.

Legal Dispute

The Company made its initial investment in Bhukia, through its 95% owned Australian subsidiary, IGL in 2005.  The Company’s rights to be granted a PL over Bhukia through MMI, its JV partner, have been consistently frustrated over an extended period by the Government of Rajasthan (GoR).  More recently, the PL Application over Bhukia was again rejected by the GoR in August 2018 on various spurious grounds. The Company subsequently obtained an interim Stay Order from the Rajasthan High Court which continues to remain in place with the matter subject to ongoing proceedings in the High Court of Rajasthan.

In response to the ongoing delays in the grant of the prospecting licence over Bhukia, on 18 February 2021, the Company announced the appointment of Fasken to advise on a potential dispute with the Republic of India under the ABIT in relation to Bhukia, which includes past, present and any future acts and/or omissions by India and its state entities and actors.

The preliminary review conducted by Fasken concluded that the Company’s claim against the Republic of India under the ABIT has legal merit, however, success cannot be guaranteed.  Under the ABIT, compensation may be computed based on the market value of the investment, as determined by the arbitration tribunal.  The Company is currently in discussions with several potential litigation funders to support a claim against the Republic of India under the ABIT.

Substantial Transaction

The acquisition of MMI constitutes a substantial transaction under AIM Rule 12. The applicable Schedule 4 disclosures are:

a)         MMI incurred a loss of INR 324,562 (US$4,323) in the latest published accounts being the year ended 31 March 2020;

b)        The value of the MMI assets are assessed at the consideration of A$1.82m (US$1.37m);

c)         There are no service contracts;

d)        The proposed directors of MMI are Mr. Mark Bolton (Panthera CEO) and Mr. Vigyat Singh (Panthera India Country Manager); and

e)        All other disclosures are contained above in this RNS.

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