20^th January 2022

Pantheon Resources plc

Exercise of Warrants

Pantheon Resources plc ("Pantheon" or "the Company"), the AIM-quoted oil and gas company with a 100% working interest in all of its oil projects adjacent and near to transportation and pipeline infrastructure on the Alaska North Slope announces the exercise of certain warrants.

A total of 9,607,843 warrants with an exercise price of £0.30 were issued in connection with the Company's acquisition of Great Bear Petroleum in January, 2019 on a 50/50 basis to Farallon and Great Bear Petroleum Operating LLC ("GBPO") (the "Warrants"). Due to restrictions under the UK Takeover Code at the time of the acquisition, the Warrants are initially exercisable into non-voting shares. Non-voting shares carry no voting rights and are convertible into ordinary shares on a 1:1 basis, subject to approval from The Takeover Panel.

The Company has received an exercise notice over 4,803,922 Warrants from GBPO and has also received £1,441,176.60 in associated exercise monies. Accordingly, the Company has issued and allotted 4,803,922 non-voting shares of £0.01 each in the Company. Upon receipt of approval from the Takeover Panel, the Company expects to convert these into voting shares and request that they be admitted to trading on AIM. The Company understands that GBPO in turn is distributing the interest in these shares to its parent companies in due course as follows: Alaska Great Bear Partners LLC ("AGBP") 2,427,803 shares and Ursa Major Holdings LLC ("UMH") 2,376,119 shares.

Accordingly, the Company now has outstanding 4,803,921 Warrants and 4,803,922 Non Voting Shares. The Voting Share capital currently remains unchanged at 747,002,203 ordinary shares in issue.

Directors Interests

Robert Rosenthal - Mr. Rosenthal has a direct holding of 647,622 shares. He also holds an indirect interest through an approximate 2.8% interest in Ursa Major Holdings LLC ("UMH"). UMH has a beneficial interest in approximately 19.8 million ordinary and non-voting shares (such non-voting shares currently under application for conversion to ordinary shares). 

Mr Rosenthal's interest in the shares held by UMH is variable based on the distribution mechanisms established by the limited liability company agreements of UMH and its subsidiaries. This interest changes with fluctuations of exchange rates, the Company's share price and other factors. 

Jeremy Brest - Mr Brest does not have a direct interest in Pantheon but has an indirect interest in the Company as described below: 

Mr Brest's interest results from the direct and indirect holding of Pantheon by Westman Management Limited ("Westman"), of which Mr Brest is the sole director. Westman holds 327,869 ordinary shares of Pantheon and holds approximately 5.2% interest in UMH. UMH has a beneficial interest in approximately 19.8 million ordinary and non-voting shares (such non-voting shares currently under application for conversion to ordinary shares). 

Mr Brest's interest in the shares held by UMH is variable based on the distribution mechanisms established by the limited liability company agreements of UMH and its subsidiaries. This interest changes with fluctuations of exchange rates, the Company's share price, and other factors.

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-