Pantheon Resources (PANR.L) Results of Equity Fundraise and Retail Offer

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

The Equity 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 Equity Fundraise to $38 million. In addition $3 million has been raised through the Retail Offer.

Accordingly, aggregate gross proceeds of approximately $41 million have been raised through the Placing, Subscription and Retail Offer. A total of 47,637,583 New Ordinary Shares have been placed and subscribed for pursuant to the Placing, Subscription and Retail Offer at a price of 65 pence per Ordinary Share (the “Issue Price”). Canaccord Genuity acted as Nominated Adviser and Sole Bookrunner in respect of the Placing. Olivetree Financial Limited acted as UK placing agent.

The additional funds raised in the Equity Fundraise will be applied towards further development of the Company’s asset portfolio, which could include additional drilling, testing and completion, and the strengthening of its balance sheet ahead of future farm-out and/or financing negotiations.

In addition, the Company intends to elect to increase the principal amount of the Convertible Bonds from $50 million to $55 million in accordance with the terms of the Bond Documents. The issue of the Convertible Bonds is expected to complete at latest on the business day following admission, subject to customary conditions precedent as described in the Company’s announcement of yesterday. As part of the Placing the Convertible Bond Investor increased its subscription to $3 million.

The Company has also received subscriptions for 580,946 Ordinary Shares being an aggregate amount equal to fees due to the Subscribers (the “Additional Subscription Shares”). The New Ordinary Shares and the Additional Subscription Shares represent 6.93% per cent of the issued voting Ordinary Share capital of the Company prior to the Equity Fundraise.

Application will be made to the London Stock Exchange for the 48,218,529 New Ordinary Shares and Additional Subscription 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 and Additional Subscription Shares will commence on AIM on or around 8.00 a.m. on 13 December 2021.

Immediately following Admission, the Company’s issued share capital will be 744,427,203 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 744,427,203 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.

Directors’ participation in the Equity 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 family members 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 interest results from the direct and indirect holding of Pantheon by Westman Management Limited (“Westman”), of which Mr Brest is the sole director. Westman holds 383,348 ordinary shares of Pantheon and holds approximately 5.2% interest in Ursa Major Holdings LLC (“UMH”). UMH has an indirect interest in Pantheon through Great Bear Petroleum Operating LLC (“GBPO”). UMH holds an approximately 50% interest in GBPO. GBPO has a beneficial interest in approximately 35 million ordinary shares which are currently held by CHONS LLC on behalf of GBPO. GBPO also owns approximately 4.8 million warrants exercisable into convertible non-voting shares in the Company with strike price of £0.30 per share.

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.

Jay Cheatham, CEO of Pantheon Resources, said:

“Raising up to $96 million through a combination of equity and convertible debt is a fantastic result, and the fact that the equity raise was substantially oversubscribed is a great show of confidence in our projects by both existing and new shareholders. This funding allows the Company to fully execute our 2022 programme to assess eight targets across three wells – four targets with the reentry of Talitha #A, and two targets each at Theta West and at our Alkaid 2H development well adjacent to the Dalton Highway and TAPS. On success, the Alkaid 2H well will be the first producer for Pantheon on the North Slope, a fantastic milestone. In total we’re targeting 17 billion barrels of oil in place and over 2.2 billion barrels of Recoverable Resource, according to our estimates. Additionally, we now have sufficient funding for additional drilling, testing and completion, and we can evaluate the drilling of a second production well. Further, the funding potentially gives us flexibility into 2023 and strengthens our balance sheet ahead of future farm-out or financing negotiations.”

All defined and capitalised terms have the same meaning as set out in the Company’s announcement on 7 December 2021 at 4.51p.m.

Further information:

Pantheon Resources plc

+44 20 7138 3204

Jay Cheatham, CEO

Justin Hondris, Director, Finance and Corporate Development

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