Pantheon Resources plc

("Pantheon" or "the Company")

            Grant of Share Awards and Options / PDMR Notification

Pantheon Resources plc, (AIM: PANR / OTCQX: PTHRF) the oil and gas company developing the Kodiak and Ahpun oil fields on Alaska's North Slope, announces that on  8 June 2026 it granted restricted stock units, ("RSUs") and options over ordinary shares of 1 pence each in the Company, ("Ordinary Shares") to certain employees and directors, including persons discharging managerial responsibilities, ("PDMRs") under the Pantheon Resources plc Omnibus Incentive Plan 2024, ("2024 ESOP").

The Company's Remuneration Committee completed a review and update of executive remuneration arrangements following the recent reconstitution of the Board. As part of its governance responsibilities, the Board considered the Company's strategic priorities, organisational requirements and leadership structure as Pantheon progresses through the next phase of its development. This work included consideration of executive remuneration, talent retention and alignment with shareholder interests. The Board subsequently tasked the Remuneration Committee with assessing the Company's remuneration framework for PDMRs.

The Remuneration Committee concluded that the Company's remuneration framework for PDMRs required updating to retain and reward an experienced and capable operational leadership team, aligning their financial interests directly with the delivery of operational milestones and long-term creation of shareholder value.

Michael Spencer, Pantheon's Chairman, commented: "These LTI awards are appropriate and proportionate incentives to align the senior Pantheon executives with all shareholders at this highly important juncture for the Company."

Marty Rutherford, Chair of the Company's Remuneration Committee and a Non-Executive Director said: "At this critical stage in the Company's development it is essential that we retain a stable team capable of delivering the potential of the Company's oil and gas fields. The awards agreed today align management's interests with those of shareholders and reward the successful realisation of our subsurface assets."

Accordingly, the Remuneration Committee has approved a revised remuneration structure for executive management intended to create a more balanced and market-aligned framework. It is satisfied that the arrangements are proportionate to the scale of the task and reflect the competitive market for senior executive talent in the natural resources sector, informed by an independent executive compensation assessment and benchmarking against a defined peer group of comparable companies listed in the United States.

The details of the revised remuneration is as follows:

1.   No change to the basic annual salary of PDMRs

2.  Long Term Incentive, ("LTI") award percentages have increased to align with a defined peer group of comparable US companies:

3.   A short-term incentive programme with performance metrics to be determined and approved by the Board in due course and will recognise the medium-term working capital requirements of the Company.

Grant of RSUs

Under the terms of the 2024 ESOP, the Company has issued in aggregate 19,996,632 RSUs to certain members of the leadership team. Details of the RSUs granted to PDMRs are as follows:

The number of RSUs awarded has been calculated using a price of £0.164 being the closing share price at Friday 5 June 2026. The RSUs for all PDMRs will vest in three equal annual tranches, commencing on 8 June 2027, except for 3,000,000 RSUs granted to Max Easley, which will vest on the fifth anniversary of the grant date as follows:

·   2,000,000 RSUs subject to the achievement of the performance condition of securing a joint venture partner by 31 December 2026; and

·   1,000,000 RSUs subject to Max Easley's continued employment with the Company for a period of five years from the grant date.

Under the terms of the 2024 ESOP, vested RSUs are satisfied through the issuance of shares and are not subject to automatic forfeiture upon termination of employment for misconduct. However, the Company retains Clawback rights under the plan rules, which may require a participant to make a cash repayment, transfer shares for nil consideration, accept a reduction in other outstanding awards, or have future incentive payments reduced in specified circumstances.

Grant of Options

The Company has granted its Chairman, Michael Spencer, 4,000,000 options over ordinary shares in the Company as part of his Board remuneration package. In keeping with the desire for share option grants to be priced at a premium to the market price when awarded, the options will have an exercise price of US$0.318 per ordinary share and will vest over a three-year period in equal tranches from the date of grant, subject to the Chairman's continued service as a director of the Company. Following vesting, the options will remain exercisable in accordance with the rules of the Company's share option plan.

As announced on 4 June 2026, Michael Spencer has also purchased Contracts for Difference, ("CFDs") over 5,000,000 ordinary shares of 1 pence each in the Company at an average price of 14.6 pence per CFD, bringing his total shareholding to 111,507,759 shares representing 7.6% of shares in issue. The acquisition demonstrates his continued commitment to the Company and further aligns his interests with those of shareholders.

Cancellation of Options

The current PDMRs have voluntarily surrendered a total of 6,500,000 options that were originally granted pursuant to their employment sign-on arrangements. In addition, a former director has voluntarily surrendered 5,000,000 options. Accordingly, a total of 11,500,000 options have been surrendered and cancelled.

Consequently, the PDMR interests following the grants are presented in the table below:

(1)   Includes total ordinary shares and financial instruments owned directly and indirectly. For further information refer RNS dated 4 June 2026.

For further details on the ESOP, please refer to Note 23 within the Company's Consolidated Financial Statements for the financial year ended 30 June 2025, as included in the Company's Annual Report for that year.

Blocklisting application

An application will be made to the London Stock Exchange for additional headroom of Ordinary Shares of £0.01 each, (the "New Ordinary Shares") to be added to the existing blocklisting to cover the grants listed above.

The New Ordinary Shares will be issued where necessary, in order to satisfy the issue of shares pursuant to the future exercise of previously granted LTIP options and the future vesting of previously granted RSU's, (and possible RSU grants to future hires) under the ESOP. When issued, the New Ordinary Shares will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares of 1 pence each. The Company will provide bi-annual updates in respect of the 2024 ESOP Blocklisting.

The Company notes that the 2024 ESOP Blocklisting will continue to run in tandem to the Company's existing blocklisting, which will remain in place to satisfy the exercise of options under the Pantheon Resources Plc 2009 Discretionary Share Option Plan.

- Ends -

For more information:

Glossary:

Restricted Stock Units

A Restricted Stock Unit ("RSU") is an award that grants the holder a conditional right to receive ordinary shares in the Company, subject to the satisfaction of specified vesting conditions, which typically include continued employment for a set period of time and/or performance criteria. RSUs are typically settled through the issuance of ordinary shares rather than by a cash payment. The holder does not own the underlying shares at the time of grant. Upon vesting, the holder becomes entitled to receive the shares, which carry the same economic value as shares held by other shareholders of the Company.
 

PDMR disclosure table