THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND 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.

THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR (OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR) ORDINARY SHARES OR CONVERTIBLE BONDS 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, 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 ("UK MAR").

26 February 2025

Pantheon Resources plc

Potential upsize of Convertible Bond to US$35 million

Pantheon Resources plc ("Pantheon" or the "Company"), the AIM-quoted oil and gas exploration company with 100% working interests in certain projects located adjacent to transportation and pipeline infrastructure on the Alaska North Slope, announced on 20 February 2025 that it had agreed to issue between US$30.5 million and US$35 million in aggregate principal amount of senior convertible bonds due March 2028 (the "Convertible Bonds") to Sun Hung Kai & Co. Limited and its affiliates, clients and funds managed or advised by them (the "Convertible Bond Investor"), as the lead investor to the Convertible Bonds.

Further to that announcement Pantheon has today granted the Convertible Bond Investor the sole right to increase the aggregate amount of the Convertible Bonds to US$35 million, exercisable prior to 5pm on 28 February 2025.  A further announcement will be made should the Convertible Bond Investor make this election or otherwise the sole right will be deemed to have automatically lapsed.  All other terms of the Convertible Bonds as announced on 20 February 2025 remain unchanged. Any increased amount received under the Convertible Bonds will be used for working capital, expenses and G&A.

David Hobbs, Chairman of Pantheon Resources, said:

"Today's announcement shortens the period of uncertainty about the total size of the Convertible Bond and allows us to fully focus on the start of flow testing in the Megrez-1 well."

Further information:

UK Corporate and Investor Relations Contact
Pantheon Resources plc

Justin Hondris
+44 20 7484 5361
[email protected]

Nominated Adviser and Broker
Canaccord Genuity Limited
Henry Fitzgerald-O'Connor, James Asensio, Charlie Hammond
+44 20 7523 8000

Public Relations Contact
BlytheRay
Tim Blythe, Megan Ray, Matthew Bowld
+44 20 7138 3204

USA Investor Relations Contact
MZ Group

Lucas Zimmerman, Ian Scargill
+1 949 259 4987
[email protected]

 IMPORTANT INFORMATION

This Announcement is released by Pantheon Resources plc and contains inside information for the purposes of Article 7 of UK MAR. It is disclosed in accordance with the Group's obligations under Article 17 of UK MAR.

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.