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.

7 September 2023

Pantheon Resources plc

Private Placement

Pantheon Resources plc ("Pantheon" or the "Company"), the AIM-quoted oil and gas company with 100% working interests, all on state (not federal) land, in certain projects located adjacent to transportation and pipeline infrastructure on the Alaska North Slope, today announces that it has agreed to a private placement of 11,905,370 new ordinary shares of the Company (the "New Ordinary Shares") at a price per New Ordinary Share of £0.1878 (equivalent to US$0.2346, being a 10% discount to the six day VWAP of the ordinary shares on AIM) for an aggregate subscription amount of US$2.793 million, to IPGL Limited ("IPGL"), an existing supportive long term shareholder of Pantheon (the "Private Placement").

The Company will pay the full quarterly bond repayment of $2.793 million due to the holder of the Company's outstanding convertible bonds on 13 September 2023, in cash. The funds raised in the Private Placement will be used to replenish such amount and accordingly the Private Placement will be cash-neutral for the Company and should result in materially similar dilution than would have been the case had the Company settled the bond repayment in shares.  

It is expected that the New Ordinary Shares will be issued to IPGL on or around 29 September 2023. 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.

The New Ordinary Shares will represent 1.3 per cent. of the outstanding issued ordinary share capital of the Company prior to the Private Placement.

Immediately following Admission, the Company's issued share capital will be 919,111,769 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 919,111,769 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.

David Hobbs, Executive Chairman of Pantheon Resources, said:

"We are pleased to have placed these shares in the hands of an already significant, long-term shareholder that is supportive of Pantheon's corporate strategy for delivering sustainable market recognition of $5-$10 per barrel of recoverable resources. We look forward to sharing more detail on our contingent resource estimates in the forthcoming webinar, and reporting on the re-entry of Alkaid-2 to gather key development planning data, scheduled to occur within the next two months."

Further information:

This Announcement is released by Pantheon Resources plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (596/2014/EU) as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended.

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.

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. Management estimates these fields to produce Expected Ultimate Recovery of contingent resources amounting to some 2 billion barrels of marketable liquids to be delivered through the 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 preparation of an Independent Expert Report for the Ahpun Field.