THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, RUSSIA OR THE REPUBLIC OF SOUTH AFRICA, NOR IS IT TO BE TRANSMITTED OR DISTRIBUTED TO, OR SENT BY, ANY NATIONAL OR RESIDENT OR CITIZEN OF ANY SUCH COUNTRIES OR OF ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, AND DOES NOT ITSELF CONSTITUTE OR FORM PART OF ANY OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR (OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR) ORDINARY SHARES TO ANY PERSON. IN PARTICULAR, THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION OR OFFER TO ANY PERSON WITH A REGISTERED ADDRESS IN, LOCATED IN, OR WHO IS A RESIDENT OF, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, RUSSIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH INVITATION, SOLICITATION OR OFFER WOULD BE UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE "EUWA").

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021).

16 May 2023

Pantheon Resources plc

PrimaryBid Offer

Pantheon Resources plc ("Pantheon" or the "Company") (LON: PANR), the AIM-quoted oil and gas company, is pleased to announce a conditional offer for subscription of new ordinary shares of 1 pence each in the capital of the Company ("Retail Shares") via PrimaryBid, the FCA-regulated capital markets technology platform (the "PrimaryBid Offer") at an issue price of 17 pence per new Retail Share (the "Issue Price").

The Company is also conducting a placing of new ordinary shares at the Issue Price by way of an accelerated bookbuilding process (the "Placing") as announced earlier today. In addition, certain investors and all of the directors of the Company will also be subscribing for new ordinary shares at the Issue Price directly with the Company (the "Subscription", together with the Primary Bid Offer and the Placing, the "Fundraise").

The Fundraise is conditional on the ordinary shares to be issued pursuant to the Fundraise being admitted to trading on AIM ("Admission"). Admission is expected to take place at 8.00 a.m. on 24 May 2023. The PrimaryBid Offer will not be completed without the Placing also being completed.

It is a term of the PrimaryBid Offer that the aggregate value of the Retail Shares available for subscription at the Issue Price does not exceed £2million.

The Company will use the funds raised in the Fundraise principally to fund the flow testing of the Shelf Margin Deltaic horizon from the Alkaid #2 wellbore, finance Independent Expert Reports from Netherland Sewell and Associates Inc. on the Company's Theta West and Alkaid acreage, complete the purchase of additional Alaskan North Slope acreage, and provide general working capital for the Company and its Subsidiaries.

Reason for the PrimaryBid Offer

While the Placing has been structured as a non-pre-emptive offer so as to minimise cost and time to completion, the Company values its retail investor base and is therefore pleased to provide retail investors with the opportunity to participate in the PrimaryBid Offer.  

Existing shareholders and new investors can access the PrimaryBid Offer through PrimaryBid's website and on PrimaryBid's app. Investors may also be able to take part through PrimaryBid's extensive partner network of investment platforms, retail brokers and wealth managers, subject to their participation. Applications for Retail Shares through these partners can be made from tax efficient savings vehicles such as ISAs or SIPPs, as well as GIAs. The PrimaryBid app is available on the UK Apple App Store and Google Play Store. 

After consideration of the various options available to it, the Company believes that the separate PrimaryBid Offer, which will give retail investors the opportunity to participate in the Fundraise alongside the Placing and the Subscription, is in the best interests of shareholders, as well as wider stakeholders in the Company. 

The PrimaryBid Offer will open to investors resident and physically located in the United Kingdom following the release of this Announcement. The PrimaryBid Offer is expected to close at the same time as the Placing and may close early if it is oversubscribed.

There is a minimum subscription amount of £250 per investor in the PrimaryBid Offer.

The Company reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the PrimaryBid Offer without giving any reason for such rejection.

Investors who apply for Retail Shares through PrimaryBid's website or PrimaryBid's app will not be charged any fee or commission by PrimaryBid. It is vital to note that once an application for Retail Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.

Investors wishing to apply for Retail Shares through their investment platform, retail broker or wealth manager using their ISA, SIPP or GIA should contact them for details of the process and any relevant fees or charges.

The Retail Shares to be issued pursuant to the PrimaryBid Offer will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the new ordinary shares to be issued pursuant to the Placing, the Subscription and the Company's existing ordinary shares.

For further information on PrimaryBid or the PrimaryBid Offer visit PrimaryBid.com or email PrimaryBid at [email protected]. The terms and conditions on which the PrimaryBid Offer is made, including the procedure for application and payment for Retail Shares, are available to all persons who register with PrimaryBid.

Brokers wishing to offer their customers access to the PrimaryBid Offer and future PrimaryBid transactions, should contact [email protected].

Enquiries

Important notices

The PrimaryBid Offer is offered under the exemptions from the need for a prospectus allowed under the FCA's Prospectus Regulation Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Regulation Rules, or for approval of the same by the Financial Conduct Authority (as competent authority under Regulation (EU) 2017/1129) as it forms part of UK domestic law pursuant to the EUWA. The PrimaryBid Offer is not being made into any jurisdiction outside of the United Kingdom.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for new ordinary shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on www.PrimaryBid.com and the PrimaryBid app before making a decision to subscribe for Retail Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the Retail Shares if they are in any doubt. 

This announcement and the information contained herein, is restricted and is not for publication, release or distribution, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan, New Zealand, Russia or the Republic of South Africa or any other jurisdiction in which such publication, release or distribution would be unlawful.  Further, this announcement is for information purposes only and no public offering of the new ordinary shares is being made in any jurisdiction.‎

The distribution of this announcement and/or the PrimaryBid Offer and/or the issue of the Retail Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or any of its affiliates, agents, directors, officers or employees that would permit an offer of the Retail Shares or possession or distribution of this announcement or any other offering or publicity material relating to such Retail Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any ‎such jurisdiction.‎

The securities referred to in this announcement have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Retail Shares are being offered and sold only outside of the United States in "offshore transactions" within the meaning of, and in accordance with, Regulation S under the Securities Act. Neither the United States Securities and Exchange Commission nor any securities regulatory authority of any state or other jurisdiction of the United States has approved or disapproved of an investment in the securities or passed upon or endorsed the merits of the Fundraise or the accuracy or adequacy of the contents of this announcement. Any representation to the contrary is a criminal offence in the United States. No public offering of the Retail Shares is being made in the United States.

This announcement may contain "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, risks associated with the oil and gas industry in general (e.g. operational risks in exploration, development and production; the uncertainty of reserve estimates; and health, safety and environmental risks), constraint in the availability of services or equipment, commodity price fluctuations, changes in legislation impacting the oil and gas industry, adverse weather conditions and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel.

As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Retail Shares. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The Retail Shares will not be admitted to trading on any stock exchange, other than the AIM market operated by London Stock Exchange plc.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this announcement should seek appropriate advice before taking any action.

END