Pantheon Resources - Employee Share Ownership Plan Awards for 2025
25/03/2025 07:00
RNS Number : 0351C
Pantheon Resources PLC
25 March 2025
25 March 2025
Pantheon Resources plc
Employee Share Ownership Plan Awards for 2025
Pantheon Resources plc (AIM: PANR) ("Pantheon" or "the Company"), developing the Kodiak and Ahpun oil fields in close proximity to pipeline and transportation infrastructure on Alaska's North Slope, today announced details of annual awards under the Employee Stock Ownership Plan ("ESOP") and the pricing of the share options under the ESOP to be granted to Max Easley following his appointment as CEO.
Highlights:
· A total number of 3,191,177 RSUs awarded amongst all staff (versus a total of 9,278,760 awarded in 2024)
· 5 million share options awarded to Max Easley with an exercise price of $1.15, a 37% premium to the closing price on 24 March, 2025
Award Background
Under the terms of the ESOP, awards are to be made following publication of financial results unless the Company is in a closed period. As announced in October 2024, this will normally be around the time of the AGM. Ordinarily, Pantheon's Non-Executive Directors ("NEDs") do not participate in the ESOP, however, as part of his retirement arrangements, Jay Cheatham will receive a final grant of RSUs.
RSU Grants
The Company is today issuing in aggregate 3,191,177 RSUs pursuant to the terms of the ESOP. The number of RSUs in this grant has been calculated using a price of $0.8366, being the closing price on 24 March, 2025 and will vest equally in three annual tranches commencing April 2026. An additional 400,000 RSUs were granted to Max Easley under his employment contract, as announced on 20 February 2025, separate from his participation in the 2025 ESOP awards. Details of grants to Persons Discharging Managerial Responsibilities ("PDMRs") are disclosed below.
LTIP
In keeping with the desire for share option grants to be priced at a premium to the market price when awarded, Max Easley's grant of 5,000,000 options (as announced on 20 February 2025) will have a strike price of $1.15 per share. 40% of these options vest in four equal tranches annually beginning on the first anniversary of his employment, the remainder vest upon FID for the Ahpun project being no later than June 30, 2029, subject to having completed two years of employment.
Awards to PDMRs
Today's awards to PDMRs of the Company under the ESOP are:
| Grantee | Number of RSUs Awarded | Number of LTIP Options Awarded | LTIP Exercise Price |
| Max Easley, Chief Executive Officer | 728,699 | 5,000,000 | $1.15 |
| Robert Rosenthal, Technical Director | 251,007 | Nil | N/A |
| David Hobbs, Executive Chairman | 143,432 | Nil | N/A |
| Philip Patman Jr, Chief Financial Officer | 215,148 | Nil | N/A |
| Jay Cheatham, Retiring CEO | 251,007 | Nil | N/A |
| Name | Ordinary Shares owned | Ordinary Shares owned as a % of current issued share capital | RSUs subject to vesting | Total Share Options (vested and unvested) | RSUs and Share Options as a % of Current Issued Share Capital | Avg Ex Price of Share Options |
| Max Easley, Chief Executive Officer | Nil | 0.00% | 728,699 | 5,000,000 | 0.50% | 88p* |
| Robert Rosenthal, Technical Director | 2,096,190 | 0.18% | 1,204,759 | 7,575,000 | 0.77% | 54p |
| Philip Patman Jr, Chief Financial Officer | 114,184 | 0.01% | 1,031,117 | N/A | 0.09% | N/A |
| David Hobbs, Executive Chairman | 4,110,992 | 0.36% | 686,471 | 5,000,000 | 0.50% | 64p |
| Jay Cheatham, Retiring CEO | 4,529,463 | 0.40% | 1,220,825 | 8,475,000 | 0.85% | 51p |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | George Washington ("Max") Easley |
| 2 | Reason for the notification | |
| a) | Position/status | Chief Executive Officer |
| b) | Initial notification/Amendment | Initial Notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Name | Pantheon Resources plc |
| b) | LEI | 213800SWHY5DNQS64J23 |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
| a) | Description of the financial instrument, type of instrument | Options over ordinary shares ISIN: GB00B125SX82 |
| b) | Nature of the transaction | Grant of Options over Ordinary Shares |
| c) | Price(s) and volumes(s) | 5,000,000 options to acquire shares at an exercise price of $1.TK per share |
| d) | Aggregated information - Aggregated volume - Price | N/A (single transaction) |
| e) | Date of the transaction | 24 March, 2025 |
| f) | Place of the transaction | Outside of a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | a. David Hobbs b. George Washington ("Max") Easley c. Jay Cheatham d. Robert Rosenthal e. Philip Patman, Jr |
| 2 | Reason for the notification | |
| a) | Position/status | a. Executive Chairman b. Chief Executive Officer c. Retiring CEO d. Technical Director e. Chief Financial Officer |
| b) | Initial notification/Amendment | Initial Notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Name | Pantheon Resources plc |
| b) | LEI | 213800SWHY5DNQS64J23 |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
| a) | Description of the financial instrument, type of instrument | Restricted Stock Units |
| b) | Nature of the transaction | ESOP RSU Grant |
| c) | Price(s) and volumes(s) | a. Restricted Stock Units to acquire143,432ordinary fully paid shares for nil consideration. b. Restricted Stock Units to acquire728,699 (including 400,000 initial grant)ordinary fully paid shares for nil consideration. c. Restricted Stock Units to acquire251,007ordinary fully paid shares for nil consideration. d. Restricted Stock Units to acquire251,007 ordinary fully paid shares for nil consideration. e. Restricted Stock Units to acquire215,148ordinary fully paid shares for nil consideration. |
| d) | Aggregated information - Aggregated volume - Price | N/A (single transaction) |
| e) | Date of the transaction | 24 March2025 |
| f) | Place of the transaction | Outside of a trading venue |
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