14 June 2024

Pantheon Resources plc

Quarterly Repayment of Unsecured Convertible Bonds, Private Placement and Funding Strategy Update

Pantheon Resources plc (AIM: PANR) ("Pantheon" or the "Company"), the oil and gas company with a 100% working interest in the Kodiak and Ahpun fields is pleased to provide the following update:

Highlights:

·    Quarterly Bond Payment

o  The Company has elected to make the quarterly principal and interest payment of US$2.72 million through the issuance of 7,471,153 new ordinary shares (the "Bond Shares") at a price of US$0.364 per share. 

·    Private Placement

o  Private placement of approximately US$3.36 million to two existing long term shareholders through the issuance of 9,230,080 new ordinary shares (the "Placement Shares") at a price of US$0.364 per share to provide additional working capital, (the "Placement"), and to increase the Company's flexibility in advancing funding discussions per the overall strategy outlined below.

·    Funding Strategy

o  Long term funding - the Gas Sales Precedent Agreement ("GSPA"), executed on 5 June 2024 opens a potential path to funding of post Ahpun FID expenditures without further equity dilution.

o  Interim funding - the Company estimates the funding up until the point of Ahpun FID (referred to above) is in the range US$60 - US$85 million. This includes costs required to complete the Environmental Impact Statement ("EIS"), G&A, US IPO preparation costs, hot-tap into the TAPS pipeline, as well as the cost of drilling and testing the planned Megrez-1 well to assess the Ahpun East project area which the Company estimates to contain a Prospective Resource of c. 609 million barrels ("mmbbl") of marketable liquids.  At the upper end of the range this would also include the cost of drilling and testing an additional Ahpun appraisal well if required.

o  Funding options being presently under consideration include a suite of alternatives including farm-out, equity, debt, hybrid and a US listing targeted for 2025. The Company believes a US listing is an important step into providing greater access to the US institutional investment community, and to enhance market depth and liquidity in the Company's shares.

·    Webinar Planned

o  Update on corporate strategy following will be provided to shareholder in a webinar later this month. Precise timing of the webinar to be confirmed in due course.

David Hobbs, Executive Chairman, said: "A year ago, Pantheon embarked on a refreshed strategy to drive progress towards financial self-sufficiency as quickly as possible and at minimum possible value dilution to existing shareholders. The progress of the past twelve months - independently certifying the contingent resource estimates and securing a significant agreement for the potential long term gas supply with the State of Alaska - have the potential to significantly de-risk the Company, and could at the same time, shrink the remaining funding requirement to manageable proportions."

Quarterly Convertible Bond Payment

Pantheon has elected to satisfy (i) the quarterly principal repayment of US$2.45 million and (ii) the quarterly interest payment of US$0.27 million (collectively, the "Quarterly Repayment") in respect of its senior unsecured convertible bonds due December 2026 (the "Convertible Bonds"), through the issuance of new shares. Pursuant to the terms of the Convertible Bond agreement, a total of 7,471,153 Bond Shares will be issued in settlement of this Quarterly Repayment.

After settlement of the Quarterly Repayment, the principal remaining under the Convertible Bond will be reduced by US$2.45 million to US$24.5 million.

Private Placement and Additional Liquidity

In addition to the Convertible Bond repayment, the Company is issuing 9,230,080 Placement Shares to existing supportive shareholders to further bolster its cash position, on the same terms as the Convertible Bond.

Admission and Total Voting Rights

In aggregate, 16,701,233 Bond Shares and Placement Shares (together the "New Ordinary Shares") will be issued. Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM at 8.00 a.m. on or around 20 June 2024. The New Ordinary Shares will represent 1.74 per cent of the outstanding issued ordinary share capital of the Company upon Admission.

Immediately following Admission, the Company's issued share capital will be 960,919,660 Ordinary Shares, with each share carrying the right to one vote. The Company does not hold any Ordinary Shares in treasury. The total voting rights figure immediately following Admission, of 960,919,660 may be used by shareholders (and others with notification obligations) as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance and Transparency Rules.

Further information, please contact:

The information contained within this Announcement is deemed by Pantheon Resources PLC to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 ("MAR").

Notes to Editors

Pantheon Resources plc is an AIM listed Oil & Gas company focused on developing its 100% owned Ahpun and Kodiak fields located on State of Alaska land on the North Slope, onshore USA. Independently certified best estimate contingent recoverable resources attributable to these projects currently total more than 1.5 billion barrels of ANS crude and 6.5 Tcf of associated natural gas.

The Company owns 100% working interest in c. 193,000 acres. In December 2023, Pantheon was the successful bidder for an additional 66,240 acres with very significant resource potential to the west, reflected in NSAI's Kodiak IER and prospective resources to the east, contiguous with the Ahpun project. Following the issue of the new leases, which are expected to be formally awarded in summer 2024 upon payment of the balance of the application monies, the Company will have a 100% working interest in c. 259,000 acres.

Pantheon's stated objective is to demonstrate sustainable market recognition of a value of $5-$10/bbl of recoverable resources by end of 2028. This is based on bringing the Ahpun field forward to FID and producing into the TAPS main oil line (ANS crude) by the end of 2028. The Gas Sales Precedent Agreement signed with AGDC foresees natural gas produced into the planned 807-mile pipeline from the North Slope to Southcentral Alaska during 2029. When the company achieves financial self-sufficiency, it will apply the resultant cashflows to support the FID on the Kodiak field planned, subject to regulatory approvals, by the end of 2028.

A major differentiator to other ANS projects is the close proximity to existing roads and pipelines which offers a significant competitive advantage to Pantheon, allowing for materially lower infrastructure costs and the ability to support the development with a significantly lower pre-cashflow funding requirement than is typical in Alaska. Furthermore, the low CO2 content of the associated gas allows export into the planned natural gas pipeline from the North Slope to Southcentral Alaska without significant pre-treatment.

The Company's project portfolio has been endorsed by world renowned experts. Netherland, Sewell & Associates estimate a 2C contingent recoverable resource in the Kodiak project that total 1,208 mmbbl of ANS crude and 5,396 bcf of natural gas. Cawley Gillespie & Associates estimate 2C contingent recoverable resources for Ahpun's western topset horizons at 282 mmbbl of ANS crude and 803 bcf of natural gas. Lee Keeling & Associates estimated possible reserves and 2C contingent recoverable resources totalling 79 mmbbl of ANS crude and 424 bcf.