THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM, NOR IS IT TO BE TRANSMITTED OR DISTRIBUTED TO, OR SENT BY, ANY NATIONAL OR RESIDENT OR CITIZEN OF ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

14 November 2023

Pantheon Resources plc

December Convertible Bond Payment, Private Placement, Corporate Update and Investor Webinar

Pantheon Resources plc (AIM: PANR) ("Pantheon" or the "Company"), the oil and gas company with a 100% working interest in the Kodiak and Ahpun projects, collectively spanning 193,000 contiguous acres in close proximity to pipeline and transportation infrastructure on Alaska's North Slope, provides the following update:

Highlights:

·    Placement of approximately $4.15 million of new ordinary shares of £0.01 each ("New Ordinary Shares") at a price of $0.255 per share ("Placement Price"), equivalent to 20.8p per share, to long term investors to increase the Company's cash resources, allowing it to pay December and March Convertible Bond payments in cash (the "Placement").

·    David Hobbs, Pantheon's Executive Chairman, is contributing $250,000 of this sum.

·    Scheduling of Investor Meet Company Webinar - 5pm GMT on Tuesday November 21^st, 2023.

·    Update on corporate strategy following the Board of Directors meeting held at Pantheon's Houston office on November 2^nd & 3^rd, 2023.

David Hobbs, Executive Chairman, said: "In June 2023, Pantheon embarked on a renewed strategy, promising to keep investors informed more regularly, to continue to share news as it arises and to drive progress to financial self-sufficiency as quickly as possible and at minimum possible value dilution to existing shareholders. In that vein, we are delighted to be able to announce steps to remove the perceived overhang of the next two Convertible Bond payments by placing the stock into the hands of long-term supportive shareholders.

"This gives us the breathing space to mature potential vendor and offtaker financing options during the coming weeks and months in order to meet our strategic objective of achieving cashflow self-sufficiency and to seek to minimize possible dilution of value for existing investors. My own commitment to purchase nearly 1 million more shares demonstrates my confidence in the Company and its ability to achieve its goals."

Quarterly Convertible Bond Payment

The Company is issuing 16,286,343 New Ordinary Shares to put itself in a position to fund the next two quarterly bond coupon and amortisation payments in cash. The Placement will be settled and the New Ordinary Shares will be issued on 31 January 2024 or such earlier date as the Company and the subscribers may agree.

IPGL has again offered to subscribe for New Ordinary Shares based on a 10% discount to the lower of the three day and 10 day volume-weighted average price up to the end of last week and continues to be a long term holder. Another long term supportive shareholder has also agreed to subscribe for New Ordinary Shares on the same terms.

IPGL is subscribing for 10,857,562 New Ordinary Shares at the Placement Price for an aggregate subscription price of $2,768,500 and the other long term holder is subscribing for 5,428,781 New Ordinary Shares at the Placement Price for an aggregate subscription price of $1,384,250. David Hobbs, Pantheon's Executive Chairman has agreed to acquire shares in the Placement indirectly and will do so by acquiring New Ordinary Shares with an aggregate value of $250,000 at the Placement Price from IPGL, immediately following closing of the Placement. Settlement of the Placement is expected on or before 31 January 2024.

The Company has acted now to mitigate the possible dilution for shareholders in the event that the share price continued to weaken towards the December bond payment date.

Private Placement

It is expected that the New Ordinary Shares will be issued on or before 31 January 2024. 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 such date.  It is expected that David Hobbs will also acquire $250,000 New Ordinary Shares at the Placement Price from IPGL on or before 31 January 2024.

The New Ordinary Shares will represent 1.77 per cent of the outstanding issued ordinary share capital of the Company prior to the Placement.

Immediately following Admission, the Company's issued share capital will be 935,398,112 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 935,398,112 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.

Operational Progress and Investor Webinar 

The Company is pleased to announce that it has arranged a webinar to provide an update on the progress towards approval of the Ahpun Field development, targeted by the end of 2025, and achievement of Pantheon's overall strategic objectives. The webinar will be conducted at 5pm GMT on Tuesday 21^st November through Investor Meet Company and will include a Q&A session to address any investor questions about progress to date and progress to be expected during the coming months.

Strategy Update from November Board Meeting

At its most recent meeting, the Board agreed:

·    Expand the Board with an additional Independent Non-Executive Director, thus meeting best practices of having at least two Independent non-Executives. Regulatory screening of suitable candidates is currently underway, and the Company hopes to announce an appointment shortly.

·    Cancellation of the long-term reserves based incentive plan that was designed for a different business model in East Texas. The Company will consolidate future long-term incentives through the issuance of share options and restricted stock units where appropriate.

·    Ensure sufficient capacity in the remaining incentive plan for future retention of critical staff (both current and future team members).

·    Execution of the new Houston office lease on favourable terms.

·    Release of year end results in mid-December 2023 with the AGM to be scheduled for late January 2024 to be held in London, available for attendance in person and with an ability for shareholders who cannot attend in person to view the AGM virtually.

Advice on US Listing

Furthermore, the Board has received a report from its tax advisors confirming that there is no significant impediment for the Company adding a US listing or re-listing the Company in the US. The Company will therefore begin a programme of transition (restructuring and implementing controls and governance processes to become Sarbanes-Oxley compliant) which is targeted to be completed by 1H 2025. This timetable incorporates, among other factors, the 12 months which are expected to be required for certain restructuring steps to achieve tax planning goals. Further announcements will be made in due course, as the Company progresses this workstream.

-ENDS-

 Further information, please contact:

Notes to Editors

Pantheon Resources plc is an AIM listed Oil & Gas company focused on developing the Ahpun and Kodiak fields located on state land on the Alaska North Slope ("ANS"), onshore USA where it has a 100% working interest in 193,000 acres. Certified contingent resources attributable to these projects exceeds 1 billion barrels of marketable liquids, located adjacent to Alaska's Trans Alaska Pipeline System ("TAPS").

Pantheon's stated objective is to demonstrate sustainable market recognition of a value of $5-$10/bbl of recoverable resources by end 2028. This will require targeting Final Investment Decision ("FID") on the Ahpun field by the end of 2025, building production to 20,000 barrels per day of marketable liquids into the TAPS main oil line, and applying the resultant cashflows to support the FID on the Kodiak field 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.

The Company's project portfolio has been endorsed by world renowned experts. Netherland, Sewell & Associates ("NSAI") estimate a 2C contingent recoverable resource in the Kodiak project that total 962.5 million barrels of marketable liquids and 4,465 billion cubic feet of natural gas. NSAI is currently working on estimates for the Ahpun Field.

IMPORTANT NOTICES

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction in which the same would be unlawful. No public offering of the New Ordinary Shares is being made in any jurisdiction.‎

The New Ordinary Shares have not been and they will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Neither the United States Securities and Exchange Commission nor any securities regulatory authority of any state or other jurisdiction of the United States has approved or disapproved of an investment in the securities or passed upon or endorsed the merits of the Private Placement or the accuracy or adequacy of the contents of this Announcement. Any representation to the contrary is a criminal offence in the United States.

This Announcement may contain "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no ‎responsibility or liability is or will be accepted by Canaccord or by any of its ‎affiliates or their affiliates' agents, directors, officers and employees, respectively, as to, or in ‎relation to, the accuracy or completeness of this Announcement or any other written or oral ‎information made available to or publicly available to any interested party or its advisers, and any ‎liability therefor (whether in tort, contract or otherwise) is expressly disclaimed.‎  The responsibilities of Canaccord as the Company's Nominated Adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of its decision to acquire shares in the capital of the Company in reliance on any part of this Announcement, or otherwise.

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.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.