REG - Pantheon Resources - Placing and Subscription to Raise $16.25 Million
07/07/2025 07:00
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RNS Number : 9594P Pantheon Resources PLC 07 July 2025
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA,
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TRANSMITTED OR DISTRIBUTED TO, OR SENT BY, ANY NATIONAL OR RESIDENT OR CITIZEN
OF ANY SUCH COUNTRIES OR OF ANY OTHER 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 FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR").
7 July 2025
Pantheon Resources plc
Placing and Subscription to Raise $16.25 Million of New Capital
Pantheon Resources plc ("Pantheon" or the "Company"), the oil and gas company
developing the Kodiak and Ahpun projects located in close proximity to
pipeline and transportation infrastructure on Alaska's North Slope, is pleased
to announce that it has raised $16.25 million (before expenses) by way of a
conditional placing and subscriptions (together the "Fundraise") of new
Ordinary Shares at a price of 21.15 pence per share (the "Issue Price").
The Fundraise is consistent with the Company's stated strategy of conservative
financing - seeking to maintain liquidity in excess of existing
commitments. The proceeds will increase the Company's liquidity in support of
drilling and operational activities at Dubhe-1 appraisal well, development
planning activities for Ahpun, commercial activities related to gas
monetisation and support the preparation of a US stock exchange listing
targeting either the end of 2025 or during the first quarter of 2026 (subject
to market conditions).
The placing (the "Placing") of new Ordinary Shares (the "Placing Shares")
has been conducted by Oak Securities ("Oak Securities"), Canaccord Genuity
Limited ("Canaccord") and Zeus Capital Limited ("Zeus Capital") as joint
bookrunners ("Joint Bookrunners").
Certain investors have also subscribed for new Ordinary Shares (the
"Subscription Shares") at the Issue Price directly with the Company (the
"Subscription").
As part of the Fundraise, the holder of the 2021 Convertible Bond has
participated in the Placing for $3.0 million. At the same time, the Company
has also agreed to prepay the final two principal amortisation payments under
the 2021 Convertible Bond of $2.45 million each by way of issuing 16,976,514
new Ordinary Shares at the Issue Price (the "2021 Bond Shares"). These two
payments originally fell due in March and June 2026. Following this, the
outstanding principal owing on the 2021 Convertible Bond will reduce to $4.9
million.
The Company has also redeemed $6.5 million of the $35 million of the 2025 5%
convertible bonds due 2028 ("2025 Bonds") and will issue to those bondholders
22,519,865 Ordinary Shares with an aggregate value at the Issue Price equal to
the amount redeemed (the "2025 Bond Shares"). Following these redemptions, the
outstanding principal amount of the 2025 Bonds will be reduced to $28.5
million accordingly.
The Placing Shares, the Subscription Shares, the 2021 Bond Shares and the 2025
Bond Shares (together the "New Ordinary Shares"), when issued, will all be
credited as fully paid and will rank pari passu in all respects with the
existing Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid on or in respect of such shares
after the date of issue.
Application will be made to the London Stock Exchange plc for admission of the
New Ordinary Shares to trading on AIM ("Admission") and it is expected that
Admission will take place at 8.00 a.m. (London time) on or around 11 July
2025 (or such later time and/or date as may be agreed between the Company
and the Joint Bookrunners, being not later than 8.00 a.m. (London time) on
18 July 2025). The Fundraise is conditional upon, inter alia, Admission
becoming effective. The Placing is also conditional upon the Company having
received payment of the Subscription proceeds in respect of the Subscription
Shares and the Placing Agreement not otherwise being terminated in
accordance with its terms.
As a result of the issuance of the New Ordinary Shares described above, the
interest held by Michael Spencer and IPGL will exceed 8% of the enlarged
Company. A regulatory notification is anticipated following admission of the
all the New Ordinary Shares.
Dubhe-1 Appraisal Well
In the immediate future, the Company intends to drill the Dubhe-1 appraisal
well. On the basis of a successful appraisal well the Company would then
intend to conduct a lateral completion and long term flow test subject to
available capital. The Company will conduct a webinar to outline the
objectives and operational programme for the well on Wednesday 9 July 2025.
Webinar - Investor Meet Company, Wednesday, 9 July at 5:30pm British Summer
Time
The Company is pleased to announce that Max Easley and Erich
Krumanocker will provide an investor update, discussing the upcoming Dubhe-1
appraisal well via Investor Meet Company on 9 July 2025, 17:30 BST.
The presentation is open to all existing and potential shareholders. Questions
can be submitted pre-event via your Investor Meet Company dashboard up until
15:00 BST on 08 July 2025, or at any time during the live presentation.
Investors can sign up to Investor Meet Company for free and add to
meet PANTHEON RESOURCES PLC via:
https://www.investormeetcompany.com/pantheon-resources-plc/register-investor
(https://www.investormeetcompany.com/pantheon-resources-plc/register-investor)
Appointment of Joint Corporate Broker
Pantheon is pleased to announce the appointment of Oak Securities as Joint
Corporate Broker alongside the Company's existing broker, Canaccord Genuity
Limited.
David Hobbs, Executive Chairman, said: "This placement strengthens our hand in
discussions around gas commercialisation and in dealings with other potential
field development project stakeholders. We now have a clear timetable for
drilling of the Dubhe-1 well without risking operational commitments in excess
of our financial resources.
"We made the decision to accept a reasonably priced offer of funding with an
eye to our longer term opportunity set and are grateful to investors for
presenting this option to the Company."
Further information:
Pantheon Resources plc +44 20 7484 5361
David Hobbs, Chairman
Max Easley, CEO
Justin Hondris, SVP, Investor Relations
Oak Securities (Joint Bookrunner) +44 20 3973 3678
Jerry Keen
Nick Price
Canaccord Genuity Limited (Nominated Adviser, and Joint Bookrunner)
Henry Fitzgerald-O'Connor +44 20 7523 8000
James Asensio
Charlie Hammond
Zeus Capital (Joint Bookrunner) +44 20 3829 5000
Harry Ansell
Katy Mitchell
BlytheRay (Corporate Communications) +44 20 7138 3204
Tim Blythe
Megan Ray
Matthew Bowld
MZ Group (USA Investor Relations Contact)
+1 949 259 4987
Lucas Zimmerman
Ian Scargill
Background to the Fundraise:
Directors' participation
The Directors below have subscribed for an aggregate amount of approximately
$1.05 million as part of the Subscriptions. In addition to awards under the
Company's Employee Share Ownership Plan, the Directors listed below will, upon
Admission, hold the following ordinary shares:
Current ultimate beneficial ownership Number of Subscription Shares being subscribed for Resultant ultimate beneficial ownership after the Subscription Percentage of Ordinary Shares on Admission
Director(1)
Jay Cheatham 4,529,463 94,562 4,624,025 0.38%
Jeremy Brest 3,739,679 3,464,594 7,204,273 0.59%
Allegra Hosford Scheirer 58,119 17,322 75,441 0.01%
Linda Havard 118,559 35,460 154,019 0.01%
Max Easley - 34,645 34,645 0.00%
Total 3,646,583
( 1) Includes shares beneficially held through spouses or private companies.
As a consequence of the Fundraise, and pursuant to the anti-dilution
provisions of the 2021 Convertible Bond, the Company expects that there will
be a minor adjustment to the conversion price of the 2021 Convertible Bond.
There are no adjustments to how the amortisation and interest payments will be
calculated if to be satisfied by shares.
Conditions relating to the Fundraise
The Fundraise is conditional, inter alia, upon:
a) the Placing Agreement becoming unconditional in all respects (save for
Admission occurring) and not having been terminated in accordance with its
terms;
b) Admission becoming effective by no later than 8.00 a.m. on 11 July 2025
(or such later time and/or date as the Company and Joint Bookrunners may agree
(being not later than 8.00 a.m. on 18 July 2025).
Accordingly, if such conditions are not satisfied or, if applicable, waived,
the Fundraise will not proceed.
The Fundraise is not underwritten by Oak Securities, Canaccord, Zeus or any
other person.
Settlement and dealings
The New Ordinary Shares will be in registered form and will be capable of
being held in either certificated or uncertificated form (i.e. in CREST).
Accordingly, following Admission, settlement of transactions in the Ordinary
Shares may take place within the CREST system if a Shareholder so wishes.
The ISIN number of the New Ordinary Shares is GB00B125SX82. The TIDM is PANR.
Total Voting Rights
Immediately following Admission, the Company's issued share capital will be
1,238,794,546 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 1,238,794,546 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.
Risk Factors
Any investment in the Company is subject to a number of material risks and
uncertainties. Accordingly, prospective investors should carefully consider
the material operational, engineering, geological, commodity price, political,
financing, liquidity, foreign exchange, resource estimation and other risks of
investing in an AIM-quoted company operating in the natural resources sector,
other information contained in this Announcement and any other publicly
available information about the Company before making a decision whether to
invest in the Company.
Before making an investment, prospective investors are strongly advised to
consult an investment adviser authorised under the Financial Services and
Markets Act 2000, as amended ("FSMA") who specialises in investments of this
kind. A prospective investor should consider carefully whether an investment
in the Company is suitable in the light of his or her personal circumstances,
the financial resources available to him or her and his or her ability to bear
any loss which might result from such investment.
IMPORTANT INFORMATION
This Announcement is released by Pantheon Resources plc and contains inside
information for the purposes of Article 7 of UK MAR. It is disclosed in
accordance with the Group's obligations under Article 17 of UK MAR.
No action has been taken by the Group or the Joint Bookrunners, or any of
their respective affiliates, that would, or which is intended to, permit a
public offer of the New Ordinary Shares in any jurisdiction or the possession
or distribution of this Announcement or any other offering or publicity
material relating to the New Ordinary Shares in any jurisdiction where action
for that purpose is required. Any failure to comply with these restrictions
may constitute a violation of the securities laws of such jurisdictions.
Persons into whose possession this Announcement comes shall inform themselves
about, and observe, such restrictions.
No prospectus has been made available in connection with the matters contained
in this Announcement and no such prospectus is required (in accordance with
the Prospectus Regulation) to be published.
The New Ordinary Shares will not be admitted to trading on any stock exchange,
other than the AIM market operated by London Stock Exchange plc.
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.
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, including amongst other things, risks
associated with the oil and gas industry in general (e.g. operational risks in
exploration, development and production; the uncertainty of reserve estimates;
and health, safety and environmental risks), constraint in the availability of
services or equipment, commodity price fluctuations, changes in legislation
impacting the oil and gas industry, adverse weather conditions and
uncertainties resulting from potential delays or changes in plans with respect
to exploration or development projects or capital expenditures, United
Kingdom domestic and global economic business conditions, market-related
risks such as fluctuations in interest rates and exchange rates, the policies
and actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other uncertainties
of future acquisitions or combinations within relevant industries, the effect
of tax and other legislation and other regulations in the jurisdictions in
which the Company and its respective affiliates operate, the effect of
volatility in the equity, capital and credit markets on the Company's
profitability and ability to access capital and credit, a decline in the
Company's credit ratings; the effect of operational risks; and the loss of key
personnel.
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.
This Announcement has not been approved by any competent regulatory authority.
Merlin Partners LLP, trading as Oak Securities, is joint bookrunner to the
Company, authorised and regulated by the FCA in the United Kingdom and is
acting exclusively for the Company and no one else in connection with the
Placing and will not regard any other person (whether or not a recipient of
this Announcement) as a client in relation to the Fundraise and Admission or
any other matters referred to in this Announcement and Oak Securities will not
be responsible to anyone (including any Placees) other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the Fundraise, Admission or any other matters referred to in this
Announcement.
Canaccord is nominated adviser and joint bookrunner to the Company, authorised
and regulated by the FCA in the United Kingdom and is acting exclusively
for the Company and no one else in connection with the Placing and will not
regard any other person (whether or not a recipient of this Announcement) as a
client in relation to the Fundraise and Admission or any other matters
referred to in this Announcement and Canaccord will not be responsible to
anyone (including any Placees) other than the Company for providing the
protections afforded to its clients or for providing advice in relation to the
Fundraise, Admission or any other matters referred to in this Announcement.
Zeus Capital is joint bookrunner to the Company, authorised and regulated by
the FCA in the United Kingdom and is acting exclusively for the Company
and no one else in connection with the Placing and will not regard any other
person (whether or not a recipient of this Announcement) as a client in
relation to the Fundraise and Admission or any other matters referred to in
this Announcement and Zeus Capital will not be responsible to anyone
(including any Placees) other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the Fundraise,
Admission or any other matters referred to in this Announcement.
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 Oak Securities, Canaccord, Zeus Capital or by any of their
respective 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.
This Announcement has been issued by, and is the sole responsibility, of the
Company. 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 Oak Securities, Canaccord, Zeus Capital or by any of their
respective affiliates or agents 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 therefore is expressly disclaimed.
PDMR Notifications
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name 1. Jay Cheatham
2. Jeremy Brest
3. Allegra Hosford Scheirer
4. Linda Havard
5. Max Easley
2 Reason for the notification
a) Position/status 1. Non-Executive Director
2. Non-Executive Director
3. Non-Executive Director
4. Non-Executive Director
5. Chief Executive Officer
b) Initial notification/Amendment Initial Notifications
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 Ordinary shares of 1 pence each fully paid
ISIN: GB00B125SX82
b) Nature of the transaction Subscriber in the Capital Raising
c) Price(s) and volumes(s) Price(s) Volume(s)
1. 21.15p 1. 94,562
2. 21.15p 2. 3,464,594
3. 21.15p 3. 17,322
4. 21.15p 4. 35,460
5. 21.15p 5. 34,645
d) Aggregated information N/A (single transactions)
- Aggregated volume
- Price
e) Date of the transaction 04 July 2025
f) Place of the transaction Outside of a trading venue
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