REG - Pantheon Resources - Annual Grant of Share Options to Directors & Staff

Pantheon ResourcesAnnouncement

19/01/2022 07:05

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RNS Number : 9313Y  Pantheon Resources PLC  19 January 2022

19(th) January 2022

 

Pantheon Resources plc

Annual Grant of Share Options to Directors and Staff

 

Pantheon Resources plc ("Pantheon" or "the Company"), the AIM-quoted oil and
gas exploration company with 100 per cent working interests in several
projects on the Alaskan North Slope, announces the grant of share options (the
"Grant") under the Pantheon Resources plc 2009 Discretionary Share Option
Plan which was updated in July 2020 (the "Scheme").

 

As previously announced, the expert remuneration consultants at Deloitte
LLP have provided guidance to the Board on the structuring of the Scheme to
provide an appropriate performance based incentive for all participants, under
a structure that allows the Company to attract and retain key talent. The
Scheme also aligns with the Company's strategy to create material value for
its stakeholders through its oil exploration, appraisal and development
activities. The Scheme covers all staff and key consultants and is comprised
of two components; (i) an initial grant of premium priced share options, which
were issued in 2020 and were priced at a 93% premium to the then prevailing
share price, and (ii) a provision for annual grants based upon performance
where the timing, pricing, amounts and vestings conditions of any such future
grants would depend upon the circumstances prevailing at that time. Today's
grant is in respect of the second of these categories and relates to the
financial year ended 30 June 2021. Under the terms of the Scheme, total share
options are limited to a maximum 15 per cent of the Company's issued share
capital in any 10 year rolling period. All options are subject to defined
malus and clawback provisions. This Grant represents the third issuance of
share options to staff since 2014.

 

Notice of today's award of share options was set out in the 'Proposed Placing'
RNS dated 7(th) December, 2021 and in the Proposed Placing presentation
materials (together the "Placing Documents"). In accordance with the
disclosure in the Placing Documents the Company is therefore granting total
share options over 21,705,000 ordinary shares representing approximately 2.9%
of the current issued share capital.

The share options will have an exercise price of £0.671, as determined by
the remuneration committee being the first traded price of the shares
following the successful completion of the £0.65 fundraising on 8(th)
December, 2021. The first half of the share options granted will vest 12
months from the date of grant, and the remaining 50 per cent will vest upon
the Alkaid #2 well penetrating a primary target; either the Shelf Margin
Deltaic or the Alkaid Deep horizon.

The Grant to Directors, certain consultants and employees of the Company have
been made under the Scheme or pursuant to option agreements and was approved
by the independent Chairman of the remuneration committee.

 

 

Details of the awards to Directors and PDMRs are presented in the following
table:

 

 Director          Number of options granted(1)  Exercise Price     Options as a per cent of issued Share Capital

                                                 per Share option
 John Cheatham     3,350,000                     67.1 pence         0.45%
 Robert Rosenthal  3,350,000                     67.1 pence         0.45%
 Justin Hondris    3,350,000                     67.1 pence         0.45%
 Jeremy Brest      750,000                       67.1 pence         0.10%

1. £0.671 exercise price, 5 year life and vest in 2 equal tranches; 50%
subject to a time based condition (12 months from grant) and 50% subject to a
performance milestone (penetration of a primary target in the Talitha #2
well).

The table below discloses all share options attributable to the Directors and
PDMR's following the granting of these share options:

 

 Director          Number of share options granted today    Number of pre-existing share options  Aggregate number of options  Aggregate options as a per cent of current issued Share Capital
 Phillip Gobe      -                                        -                                                                  -
 John Cheatham     3,350,000                                8,010,000                             11,360,000                   1.52%
 Robert Rosenthal  3,350,000                                3,625,000                             6,975,000                    0.93%
 Justin Hondris    3,350,000                                6,990,000                             10,340,000                   1.38%
 Jeremy Brest      750,000                                   750,000                              1,500,000                    0.20%

 

Separate from the grant of share options to all staff and consultants, the
independent Chairman, Phillip Gobe, has been awarded 290,000 Restricted Stock
Units ("RSU"). Mr Gobe was appointed as a Director of Pantheon in 2016 and has
not received any share options, RSU or other incentives during this time. Mr
Gobe's RSU's, reflect his significant contribution to the Company over his
tenure, will vest 12 months from the date of grant and will convert on a 1 for
1 basis into ordinary shares. Mr Gobe has been granted RSU's rather than share
options as RSUs are considered a more prudent form of compensation for his
position as independent non-executive Chairman. The award of Mr Gobe's RSUs
was considered and approved by the other directors.

 

 

The transaction notifications for each PDMR can be found at the bottom of this
RNS. This notice is given in fulfilment of the obligation under Article 19 of
the Market Abuse Regulation.

 

 

Phillip Gobe, Chairman, stated:

"I am very pleased to have implemented our annual staff share option scheme
for the year. Each and every one of our employees and key consultants are
participants which is of great importance to us as a tool to not only
incentivise them to achieve future success for our Company, but also to
attract and retain key talent."

 

"Pantheon has had a year of great achievement and heads into the busiest
season for drilling in its recent history. The improvement to our acreage
portfolio and the geological advancement in our projects has been remarkable.
If we are fortunate enough to enjoy drilling and testing success, the
potential for value creation is significant, particularly in a much stronger
oil environment than we have had for a number of years. To have achieved so
much in such a short time is testament to the hard work of our staff who fully
deserve the share option award for their efforts."

 

Further information:

 

 Pantheon Resources plc                                             +44 20 7484 5361
 Jay Cheatham, CEO
 Justin Hondris, Director, Finance and Corporate Development
 Canaccord Genuity plc (Nominated Adviser and broker)
 Henry Fitzgerald-O'Connor, James Asensio                           +44 20 7523 8000
 Blytheweigh
 Tim Blythe, Megan Ray, Alice McLaren, Madeleine Gordon-Foxwell     +44 20 7138 3204

 

Notes to Editors

Pantheon Resources plc is an AIM listed Oil & Gas company focused on
several large projects located on the North Slope of Alaska ("ANS"), onshore
USA where it has a 100% working interest in 153,000 highly prospective acres
with potential for multi billion barrels of oil recoverable. A major
differentiator to other ANS projects is its close proximity to transport and
pipeline infrastructure which offers a significant competitive advantage to
Pantheon, allowing for materially lower capital costs and much quicker
development times. The Group's stated objective is to create material value
for its stakeholders through oil exploration, appraisal and development
activities in high impact, highly prospective conventional assets, in the USA;
a highly established region for energy production with infrastructure, skilled
personnel and low sovereign risk. All operations are onshore USA, with
drilling costs materially below that of offshore wells.

 

Neither the contents of the Company's website nor the contents of any website
accessible from hyperlinks on the Company's website (or any other website)
incorporated into, or forms part of, this announcement. The information
contained within this announcement is considered to be inside information
prior to its release.

 

 

 1                            Details of the person discharging managerial responsibilities / person closely
                              associated
 a)                           Name                                                           a.     John (Jay) Cheatham

                                                                                             b.     Robert Rosenthal

                                                                                             c.     Justin Hondris

                                                                                             d.     Jeremy Brest
 2                            Reason for the notification
 a)                           Position / status                                              a.     CEO

                                                                                             b.     Technical Director

                                                                                             c.     Finance Director

                                                                                             d.     Non executive Director
 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)                           Legal entity identifier                                        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   Option over Ordinary Shares of £0.01
                              Identification code
 b)                           Nature of the transaction                                      Option over Ordinary Shares
 c)                           Currency                                                       GBP
 d)                           Price(s) and volume(s)                                         a.     3,350,000 options to acquire shares at an exercise price of £0.671
                                                                                             per share

                                                                                             b.     3,350,000 options to acquire shares at an exercise price of £0.671
                                                                                             per share

                                                                                             c.     3,350,000 options to acquire shares at an exercise price of £0.671
                                                                                             per share

                                                                                             d.     750,000 options to acquire shares at an exercise price of £0.671
                                                                                             per share
 e)                           Aggregated information                                         n/a

 f)                           Date of the transaction                                        18 January 2022
 g)                           Place of the transaction                                       Outside a trading venue

 

 2                            Details of the person discharging managerial responsibilities / person closely
                              associated
 a)                           Name                                                         Phillip Gobe

 2                            Reason for the notification
 a)                           Position / status                                            Chairman
 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)                           Legal entity identifier                                      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
                              Identification code
 b)                           Nature of the transaction                                    Initial Grant
 c)                           Currency                                                     GBP
 d)                           Price(s) and volume(s)                                       Restricted Stock Units to acquire 290,000 ordinary fully paid shares for nil
                                                                                           consideration

 e)                           Aggregated information                                       n/a

 f)                           Date of the transaction                                      18 January 2022
 g)                           Place of the transaction                                     Outside a trading venue

 

-Ends-

 

 

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