REG - Pantheon Resources - Bond Payment, Placement & Corporate Update

Pantheon ResourcesAnnouncement

14/11/2023 12:00

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RNS Number : 4150T  Pantheon Resources PLC  14 November 2023

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:

 

 Pantheon Resources plc                                       +44 20 7484 5361
 David Hobbs, Executive Chairman

 Jay Cheatham, CEO
 Justin Hondris, Director, Finance and Corporate Development

 Canaccord Genuity Limited (Nominated Adviser and broker)
 Henry Fitzgerald-O'Connor                                    +44 20 7523 8000

 James Asensio

 Gordon Hamilton

 BlytheRay
 Tim Blythe, Megan Ray, Matthew Bowld                         +44 20 7138 3204

 

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.

 

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