REG - Pantheon Resources - Employee Share Ownership Plan Awards for 2025

Pantheon ResourcesAnnouncement

25/03/2025 07:15

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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

 

The PDMR interests following the grants are presented in the table below:

 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

 

* Calculated as the weighted average price using £1.00 = $1.30 for dollar
denominated grants

David Hobbs, Pantheon Executive Chairman, commented: "Pantheon is at a
critical stage in its evolution to a development Company, and the ESOP is an
important tool in attracting and retaining the very best staff. The incentive
program and award framework provide significant incentive alignment for every
employee - from the most junior to the CEO - with a significant portion of
their overall pay delivered in shares, aligning with the interests of
shareholders. As established under the plan rules, awards under the ESOP are
to be made following publication of financial results typically around the
time of the AGM and whilst the Company remains in an open period. Accordingly,
the board is resolving to make the awards now utilising the current open
period before the flow testing programme on the Megrez-1 well commences. We
expect stimulation of the first test horizon will be complete over the next
week and flow testing to begin thereafter."

 

About Pantheon Resources

Pantheon Resources plc is an AIM listed Oil & Gas company focused on
developing its 100% owned Ahpun and Kodiak fields located on State of
Alaska land on the North Slope, onshore USA. Independently certified best
estimate contingent recoverable resources attributable to these projects
currently total c. 1.6 billion barrels of ANS crude and 6.6 Tcf of associated
natural gas. The Company owns 100% working interest in c. 259,000 acres.

Pantheon's stated objective is to demonstrate sustainable market recognition
of a value of $5-$10/bbl of recoverable resources by end 2028. This is based
on bringing the Ahpun field forward to FID and producing into the TAPS main
oil line (ANS crude) by the end of 2028. The Gas Sales Precedent Agreement
signed with AGDC provides the potential for Pantheon's natural gas to be
produced into the proposed 807mile pipeline from the North Slope to
Southcentral Alaska during 2029. Once the Company achieves financial
self-sufficiency, it will apply the resultant cashflows to support the FID on
the Kodiak field planned, subject to regulatory approvals, targeted by the
end of 2028 or early 2029.

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 shorter development timeframes, materially lower
infrastructure costs and the ability to support the development with a
significantly lower pre-cashflow funding requirement than is typical
in Alaska. Furthermore, the low CO2 content of the associated gas allows
export into the planned natural gas pipeline from the North Slope to
Southcentral Alaska without significant pre-treatment.

The Company's project portfolio has been endorsed by world renowned
experts. Netherland, Sewell & Associates estimate a 2C contingent
recoverable resource in the Kodiak project that total 1,208 mmbbl of ANS
crude and 5,396 bcf of natural gas. Cawley Gillespie &
Associates estimate 2C contingent recoverable resources for Ahpun's western
topset horizons at 282 mmbbl of ANS crude and 803 bcf of natural gas. Lee
Keeling & Associates estimated possible reserves and 2C contingent
recoverable resources totalling 79 mmbbl of ANS crude and 424 bcf natural
gas.

 

Further information, please contact:

Corporate Contact
Pantheon Resources plc

Justin Hondris
contact@pantheonresources.com (mailto:contact@pantheonresources.com)

Nominated Adviser and Broker

Canaccord Genuity Limited

Henry Fitzgerald-O'Connor, James Asensio, Charlie Hammond

+44 20 7523 8000

Public Relations Contact
BlytheRay

Tim Blythe, Megan Ray, Matthew Bowld

+44 20 7138 3204

Investor Relations Contact

MZ Group

Lucas Zimmerman, Ian Scargill

+1 949 259 4987
PTHRF@mzgroup.us (mailto:PTHRF@mzgroup.us)

 

 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

 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                                       N/A (single transaction)

     -      Aggregated volume

     -      Price

 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 acquire 143,432 ordinary fully paid
                                                                  shares for nil consideration.

                                                                  b.     Restricted Stock Units to acquire  728,699 (including 400,000
                                                                  initial grant) ordinary fully paid shares for nil consideration.

                                                                  c.     Restricted Stock Units to acquire 251,007  ordinary fully paid
                                                                  shares for nil consideration.

                                                                  d.     Restricted Stock Units to acquire 251,007  ordinary fully paid
                                                                  shares for nil consideration.

                                                                  e.     Restricted Stock Units to acquire 215,148 ordinary fully paid
                                                                  shares for nil consideration.

 d)  Aggregated information                                       N/A (single transaction)

     -      Aggregated volume

     -      Price

 e)  Date of the transaction                                      24 March 2025
 f)  Place of the transaction                                     Outside of a trading venue

 

 

 

 

 

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