Pantheon Resources (PANR.L) Result of Capital Raise

Result of Fundraise and Retail Offer
Upsized to approximately $30 million and oversubscribed

Pantheon Resources plc (“Pantheon” or the “Company”), the AIM-quoted oil and gas exploration company with working interests of 89.2% – 100% in certain projects located adjacent to transportation and pipeline infrastructure on the Alaska North Slope, today announces the results of the Fundraise and Retail Offer which was announced yesterday.

Aggregate gross proceeds of approximately $30.2 million have been raised through the Placing, Subscription and Retail Offer. A total of 73,756,314 new Ordinary Shares have been placed and subscribed for pursuant to the Placing, Subscription and Retail Offer at a price of 31 pence per Ordinary Share (the “Issue Price”). Canaccord Genuity acted as Nominated Adviser and Sole Bookrunner in respect of the Placing.

The Fundraise was significantly oversubscribed and the Company, having taken into account the strong support received from existing and new investors, decided to increase the size of the Fundraise and Retail Offer to $30.2 million. The further funds raised will allow the Company to drill and test all four zones at Talitha-A, and importantly now include drilling of a horizontal section into the Shelf Margin Deltaic sequence. In addition, proceeds of the Fundraise allow Pantheon to continue high grading its acreage position. The Board believes these inititaives will further strengthen the Company’s postion in current and future farm-out negotiations.

The Placing Shares, Retail Shares and Subscription Shares to be issued together represent 14.7 per cent of the issued voting Ordinary Share capital of the Company prior to the Fundraise.

Application will be made to the London Stock Exchange for the 73,756,314 new Ordinary Shares to be admitted to trading on AIM. Subject, amongst other things, to the satisfaction or waiver of the conditions of the Placing Agreement, it is expected that Admission will take place and dealings in the new Ordinary Shares will commence on AIM on or around 8.00 a.m. on 26 November 2020.

Immediately following Admission, the Company’s issued share capital will be 576,515,027 Ordinary Shares of £0.01 each, with each carrying the right to one vote and 102,471,055 non-voting convertible shares. The Company does not hold any Ordinary Shares in treasury. The total voting rights figure immediately following Admission, of 576,515,027, 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 DTRs.

Directors’ participation in the Fundraise

Pursuant to the Subscription, the following Directors have agreed to subscribe for the following Subscription Shares at the Issue Price:

1 The Subscription Shares and some of these ordinary shares are owned by the spouse of J Hondris.

2 The Subscription Shares are being subscribed for by Westman Management Limited (“Westman”), Mr Brest has an indirect interest in Pantheon as described below.

Mr Brest’s indirect interest results from the direct and indirect holding of Pantheon by Westman, of which Mr Brest is the sole director. Prior to the Subscription Westman holds 327,869 ordinary shares of Pantheon and holds approximately 5.3% interest in Ursa Major Holdings LLC (“UMH”). UMH has an indirect interest in Pantheon through Great Bear Petroleum Operating LLC (“GBPO”) as a result of the acquisition of the Great Bear Companies by Pantheon announced on 21 December 2018. UMH holds an approximately 50% interest in GBPO. GBPO has a beneficial interest in approximately 28 million ordinary shares. 26 million of these ordinary shares are held by CHONS LLC on behalf of GBPO. GBPO also owns approximately 88 million non-voting shares convertible into ordinary shares, 4.8 million warrants exercisable into convertible non-voting shares in the Company with strike price of £0.30 per share, and options over approximately 49 million shares in the Company presently owned by CHONS LLC, of which approximately 30.7 million are currently exercisable into ordinary shares and 13.3 million are exercisable into convertible non-voting shares.

Mr Brest’s interest in the shares held by GBPO is variable based on the distribution mechanisms established by the limited liability company agreements of UMH and Great Bear Petroleum Holdings LLC (“GBPH”, a parent company of GBPO). This interest changes with fluctuations of exchange rates, the Company’s share price, and other factors.

In addition to this financial interest, Mr Brest is one of two Managing Member Designees GBPH. Collectively, the two Managing Member Designees of GBPH direct the affairs of GBPO.

Jay Cheatham, CEO of Pantheon Resources, said:

“The equity raise is a great outcome for Pantheon. We are now funded for full testing of the Talitha-A well including a horizontal section into the Shelf Margin Deltaic, and can now continue to high grade our acreage position which could add significant value to our portfolio of assets. As I said at the opening, this equity raise was a “no brainer” versus a farmout. Our recent technical work has progressed our understanding far beyond what we understood even just three months ago. This will strengthen us in all our current and future farm-out discussions.

We’ve made substantial progress over the past months in upgrading our resources and having two of these resources independently certified. This progress combined with the award of the two units by the State of Alaska has significantly increased our confidence in the Talitha project. A farmout would have diluted our interest in Talitha and across most of our prospective leases significantly more than the 12% dilution of the entire issued share capital in this capital raise.”

All defined and capitalised terms have the same meaning as the Company’s announcement on at 17:02 on 19 November 2020.

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