Panther Minerals Announces Amended Terms of Non-Brokered LIFE Offering and Concurrent Private Placement

(TheNewswire)

Vancouver, British Columbia – TheNewswire - October 22, 2025 – Panther Minerals Inc.(“Panther Minerals” or the “Company”) (CSE:PURR) (OTC:GLIOF)(FWB:2BC) , a North American mineral acquisitionand exploration company, announces that further to its news releasedated October 15, 2025, the Company will be proceeding with itspreviously announced non-brokered private placement and listed issuerfinancing exemption offering on amended terms.

Under the amended terms, the Company will offer up to627,000 units of the Company (each, a “ Unit ”) at a priceof $0.16 per Unit for gross proceeds of up to $100,320 (the“ Offering ”). Each Unit will consist of one common share in thecapital of the Company (a “ Unit Share ” and each common share in thecapital of the Company, a “ Common Share ”) to be issued pursuant to Part5A (the “ Listed IssuerFinancing Exemption ”) of National Instrument45-106 – ProspectusExemptions (“ NI 45-106 ”), andone (1) Common Share purchase warrant (a “ Warrant ”) of theCompany to be issued under the “accredited investor” exemption orany other applicable exemptions from any prospectus requirements ascontained in NI 45-106. Each Warrant will entitle the holder thereofto acquire one (1) Common Share (a “ Warrant Share ”) ata price per Warrant Share of $0.21 for a period of 24 months from thedate of issuance. The Warrants will be exercisable sixty (60) daysfollowing the closing date of the Offering.

Concurrent with the Offering, the Company also intendsto complete a non-brokered private placement offering (the“ PrivatePlacement ”) of up to 2,200,000 units (the“ Private PlacementUnits ”) at a price of $0.16 per PrivatePlacement Unit for minimum gross proceeds of $1,000,000 and maximumgross proceeds of up to $2,200,000. The Private Placement Units willconsist of one Common Share (a “ Private Placement Unit Share ”) and oneCommon Share purchase warrant (each a “ Private Placement Warrant ”), with each Private Placement Warrant entitling theholder thereof to acquire one Common Share (a “ Private Placement Warrant Share ”) at a price per Private Placement Warrant Share of $0.25for a period of 24 months from the date of issuance.

All securities issued under the Private Placement,including any shares issuable upon exercise of the Private PlacementWarrants, will be subject to a statutory hold period of four (4)months and one (1) day in accordance with applicable securities lawsand the policies of the Canadian Securities Exchange (the“ CSE ”).

The Company intends to use the net proceeds raised fromthe Offering and Private Placement for general corporate andadministrative purposes.

Subject to compliance with applicable regulatoryrequirements and in accordance with NI 45-106, the Unit Sharesissuable under the Offering will be offered for sale to purchasersresident in Canada, other than Quebec, pursuant to the Listed IssuerFinancing Exemption and will not be subject to resale restrictions inaccordance with applicable Canadian securities laws. The remainingsecurities issued under the Offering and the Private Placement,including the Warrant Shares and Private Placement Warrant Shares,will be subject to a statutory hold period of four (4) months  andone (1) day following the closing of the Offering and PrivatePlacement, as the case may be, pursuant to applicable securitieslaw.

There is an offering document dated October 22, 2025,related to the Offering that can be accessed under the Company’s profile at www.sedarplus.com and on theCompany’s website at www.pantherminerals.ca .  Prospective investors should readthis offering document before making an investment decision.

The closing of the Offering and Private Placement willtake place such date as the Company may determine. Closing of theOffering and Private Placement is subject to certain conditionsincluding, but not limited to, receipt of all necessary regulatory andexchange approvals. Closing of the Offering is not conditional uponclosing of the Private. Finder’s fees may be payable in connectionwith the Offering to eligible finders in accordance with the policiesof the CSE.

The net proceeds of the Private Placement and Offeringare expected to be used for general corporate purposes, workingcapital, and the repayment of outstanding debts and obligations of theCompany. A portion of the proceeds may also be applied toward paymentsowing under the Company’s existing option agreement in respect ofcertain mineral properties, should the Company be unable to negotiatea suitable amendment to the terms of such agreement. Managementbelieves the proposed allocation of funds is consistent with theCompany’s near-term business objectives, working capitalrequirements and current financial state. The Company does notcurrently anticipate incurring any investor relations, promotional, ormarketing expenditures in connection with the Private Placement orOffering. Any future engagement of investor relations or promotionalservices will be disclosed in accordance with the policies of theCSE.

Although the issuance of securities pursuant to theOffering and Private Placement represents more than 100% of theCompany’s issued and outstanding common shares, the Company advisesthat it will not be seeking security holder approval for the PrivatePlacement and Offering and is relying on the exemption provided underSection 4.6(2)(b) of CSE Policy 4 (the “ Policy ”). Under thePolicy, security holder approval of an offering resulting in over 100%dilution of the current issued and outstanding shares may not berequired if: (i) the listed issuer is in serious financial difficulty;(ii) the issuer has reached an agreement to complete an offering;(iii) no Related Person (as defined in the CSE Policies) isparticipating in the offering; and (iv) the issuer’s independentdirectors have determined that the offering is in the best interestsof the issuer, reasonable in the circumstances, and that it is notfeasible to obtain security holder approval or to complete a rightsoffering to existing security holders on the same terms.

As of September 30, 2025, the Company had a workingcapital deficit of approximately $(405,000). Given the Company’scurrent financial position and working capital constraints, managementand the Board of Directors have determined that completion of thePrivate Placement and Offering on the terms described herein isessential to maintain operations and preserve the Company’sbusiness. The Private Placement and Offering are being completed atarm’s length and do not result in any new control persons.Accordingly, the Company has determined that it satisfies the criteriaunder Policy 4.6(2)(b) and that proceeding without security holderapproval is reasonable and in the best interests of the Company underthe circumstances.

The securities have not been and will not be registeredunder the United States Securities Act of 1933, as amended (the“ U.S. SecuritiesAct ”), or any U.S. state securities laws, andmay not be offered or sold in the “United States” (as such term isdefined in Regulation S under the U.S. Securities Act) unlessregistered under the U.S. Securities Act and applicable U.S. statesecurities laws or an exemption from such registration is available.This news release shall not constitute an offer to sell or thesolicitation of an offer to buy nor shall there be any sale of thesecurities in any jurisdiction in which such offer, solicitation orsale would be unlawful.

About Panther Minerals Inc.

Panther Minerals Inc. is a North American mineralacquisition and exploration company focused on the development ofquality precious and base metal properties that are drill-ready withhigh-upside and expansion potential. Panther Minerals trades on theCSE Exchange under the symbol PURR, the OTC under the symbol GLIOF andin FWB under the symbol 2BC.

PANTHER MINERALS INC.

Ram Kumar, CEO and Director

For more information, please call 877-305-4150, email info@pantherminerals.ca .

Neither the Canadian SecuritiesExchange nor its Regulation Services Provider accepts responsibilityfor the adequacy or accuracy of this release.

Forward-looking statements:

This news release contains“forward-looking information” and “forward-looking statements”within the meaning of applicable Canadian securities laws(collectively, “forward-looking statements”). All statements,other than statements of historical fact, included herein areforward-looking statements. Forward-looking statements in this releaseinclude, but are not limited to, statements regarding the terms,timing, and completion of the Offering and Private Placement(including the minimum and maximum amounts to be raised), theanticipated use of proceeds, receipt of regulatory and stock exchangeapprovals, and the Company’s future plans, objectives, andexploration activities. Forward-looking statements are based on thereasonable assumptions, estimates, and opinions of management as ofthe date such statements are made and are subject to known and unknownrisks, uncertainties, and other factors that may cause actual results,performance, or achievements to differ materially from those expressedor implied by such forward-looking statements. These factors include,but are not limited to, risks related to the Company’s ability tocomplete the Offering and Private Placement on the terms describedherein or at all, the receipt of necessary regulatory and exchangeapprovals, fluctuations in market conditions, volatility in equity andcapital markets, the speculative nature of mineral exploration anddevelopment, environmental risks, reliance on key personnel, andchanges in laws and regulations. There can be no assurance that suchforward-looking statements will prove to be accurate, as actualresults and future events may differ materially from thoseanticipated. Accordingly, readers are cautioned not to place unduereliance on these forward-looking statements. Except as required byapplicable securities laws, the Company undertakes no obligation toupdate or revise any forward-looking statements contained herein toreflect events or circumstances after the date hereof.

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