19^th January 2022

Pantheon Resources plc

Annual Grant of Share Options to Directors and Staff

Pantheon Resources plc ("Pantheon" or "the Company"), the AIM-quoted oil and gas exploration company with 100 per cent working interests in several projects on the Alaskan North Slope, announces the grant of share options (the "Grant") under the Pantheon Resources plc 2009 Discretionary Share Option Plan which was updated in July 2020 (the "Scheme").

As previously announced, the expert remuneration consultants at Deloitte LLP have provided guidance to the Board on the structuring of the Scheme to provide an appropriate performance based incentive for all participants, under a structure that allows the Company to attract and retain key talent. The Scheme also aligns with the Company's strategy to create material value for its stakeholders through its oil exploration, appraisal and development activities. The Scheme covers all staff and key consultants and is comprised of two components; (i) an initial grant of premium priced share options, which were issued in 2020 and were priced at a 93% premium to the then prevailing share price, and (ii) a provision for annual grants based upon performance where the timing, pricing, amounts and vestings conditions of any such future grants would depend upon the circumstances prevailing at that time. Today's grant is in respect of the second of these categories and relates to the financial year ended 30 June 2021. Under the terms of the Scheme, total share options are limited to a maximum 15 per cent of the Company's issued share capital in any 10 year rolling period. All options are subject to defined malus and clawback provisions. This Grant represents the third issuance of share options to staff since 2014. 

Notice of today's award of share options was set out in the 'Proposed Placing' RNS dated 7^th December, 2021 and in the Proposed Placing presentation materials (together the "Placing Documents"). In accordance with the disclosure in the Placing Documents the Company is therefore granting total share options over 21,705,000 ordinary shares representing approximately 2.9% of the current issued share capital.

The share options will have an exercise price of £0.671, as determined by the remuneration committee being the first traded price of the shares following the successful completion of the £0.65 fundraising on 8^th December, 2021. The first half of the share options granted will vest 12 months from the date of grant, and the remaining 50 per cent will vest upon the Alkaid #2 well penetrating a primary target; either the Shelf Margin Deltaic or the Alkaid Deep horizon.

The Grant to Directors, certain consultants and employees of the Company have been made under the Scheme or pursuant to option agreements and was approved by the independent Chairman of the remuneration committee.

Details of the awards to Directors and PDMRs are presented in the following table:

1. £0.671 exercise price, 5 year life and vest in 2 equal tranches; 50% subject to a time based condition (12 months from grant) and 50% subject to a performance milestone (penetration of a primary target in the Talitha #2 well).  

The table below discloses all share options attributable to the Directors and PDMR's following the granting of these share options:

Separate from the grant of share options to all staff and consultants, the independent Chairman, Phillip Gobe, has been awarded 290,000 Restricted Stock Units ("RSU"). Mr Gobe was appointed as a Director of Pantheon in 2016 and has not received any share options, RSU or other incentives during this time. Mr Gobe's RSU's, reflect his significant contribution to the Company over his tenure, will vest 12 months from the date of grant and will convert on a 1 for 1 basis into ordinary shares. Mr Gobe has been granted RSU's rather than share options as RSUs are considered a more prudent form of compensation for his position as independent non-executive Chairman. The award of Mr Gobe's RSUs was considered and approved by the other directors.

The transaction notifications for each PDMR can be found at the bottom of this RNS. This notice is given in fulfilment of the obligation under Article 19 of the Market Abuse Regulation.

Phillip Gobe, Chairman, stated:

"I am very pleased to have implemented our annual staff share option scheme for the year. Each and every one of our employees and key consultants are participants which is of great importance to us as a tool to not only incentivise them to achieve future success for our Company, but also to attract and retain key talent." 

"Pantheon has had a year of great achievement and heads into the busiest season for drilling in its recent history. The improvement to our acreage portfolio and the geological advancement in our projects has been remarkable. If we are fortunate enough to enjoy drilling and testing success, the potential for value creation is significant, particularly in a much stronger oil environment than we have had for a number of years. To have achieved so much in such a short time is testament to the hard work of our staff who fully deserve the share option award for their efforts."

Further information:

Notes to Editors

Pantheon Resources plc is an AIM listed Oil & Gas company focused on several large projects located on the North Slope of Alaska ("ANS"), onshore USA where it has a 100% working interest in 153,000 highly prospective acres with potential for multi billion barrels of oil recoverable. A major differentiator to other ANS projects is its close proximity to transport and pipeline infrastructure which offers a significant competitive advantage to Pantheon, allowing for materially lower capital costs and much quicker development times. The Group's stated objective is to create material value for its stakeholders through oil exploration, appraisal and development activities in high impact, highly prospective conventional assets, in the USA; a highly established region for energy production with infrastructure, skilled personnel and low sovereign risk. All operations are onshore USA, with drilling costs materially below that of offshore wells.

Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) incorporated into, or forms part of, this announcement. The information contained within this announcement is considered to be inside information prior to its release.

-Ends-