REG - Pantheon Resources - Placing and Subscription to raise $30 Million

Pantheon ResourcesAnnouncement

11/09/2025 14:30

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RNS Number : 0127Z  Pantheon Resources PLC  11 September 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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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").

 

11 September 2025

 

Pantheon Resources plc

 

Placing and Subscription to raise $30 Million of New Capital

 

Pantheon Resources plc ("Pantheon" or the "Company"), the oil and gas company
developing the Kodiak and Ahpun projects near pipeline and transportation
infrastructure on Alaska's North Slope, is pleased to announce that it has
raised $30 million of new capital (before expenses) by way of a conditional
placing and subscriptions (together the "Fundraise") of new Ordinary Shares at
a price of 25 pence per share (the "Issue Price").

 

The proceeds will increase the Company's liquidity in support of operational
activities at Dubhe-1 (including stimulation and flow testing), development
planning activities for Ahpun, commercial activities related to gas
monetisation, additional support for the preparation of a US stock exchange
listing (subject to market conditions) and general working capital.

 

The placing (the "Placing") of 79,726,389 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 8,834,498 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 Bonds (the "2021
Convert Holder") has participated in the Placing for $2.5 million. At the same
time, the Company has also agreed to satisfy its quarterly repayment
obligations in respect of the 2021 Convertible Bonds falling due on 13
September 2025 by issuing and allotting 7,424,277 new Ordinary Shares at the
Issue Price (the "2021 Convert Shares").  In addition, the Company has
granted an option to the 2021 Convert Holder, exercisable at any time prior to
13 December 2025, to satisfy its $2.47 million quarterly repayment (including
interest) due on that date by the allotment and issue of further new Ordinary
Shares at the Issue Price. Upon repayment, or the earlier settlement in shares
of the December 2025 quarterly repayment, the 2021 Convertible Bonds will have
been repaid in full.

 

The Placing Shares, the Subscription Shares and the 2021 Convert 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 London Stock Exchange plc for admission of the
95,985,164 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 18 September 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 26 September 2025). The Fundraise is conditional
upon, inter alia, Admission ‎becoming effective and the Placing Agreement
not otherwise being ‎terminated in accordance with its terms.

 

David Hobbs, Executive Chairman, said: "In line with our strategy to fund
ahead of expected requirements, we have bolstered our liquidity to take us
towards the anticipated US Listing and all development planning activities
between now and then. There was strong interest in the Fundraise and the
Company scaled back demand to $30 million, and the 9% discount to the market
closing price of 27.5p per share reflects that strong interest. Operationally,
we are on track to commence hydraulic stimulation and thereafter, flow testing
operations in the coming weeks. Frac sand is already in Deadhorse and
equipment is starting to mobilise - and overall, Dubhe-1 programme costs are
tracking at or below original estimates."

 

"I want to add my appreciation for the work done by Erich and his team in
moving us towards flow testing the lateral in Dubhe-1, an important milestone
for the Company. Our expectation is that a successful flow test will
demonstrate a clear path to commercial development including supply of
associated gas through the AK LNG Phase 1 pipeline."

 

 

Further information:

 

 Pantheon Resources plc
 David Hobbs, Chairman                                                 contact@pantheonresources.com

 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

 

 

 

Director participation

 

As part of the Subscription Jeremy Brest has agreed to subscribe for 1,255,088
Subscription Shares totalling $0.425 million.  In addition to awards under
the Company's Employee Share Ownership Plan, upon Admission he will 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)
 Jeremy Brest                        7,204,273             1,255,088                                                                             8,459,361                         0.63%

( )

(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 18 September
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 26 September 2025).

 

The Placing Agreement can also be terminated if the Company has not received
payment of the Subscription proceeds in respect of the Subscription Shares
prior to Admission.

 

Accordingly, if such conditions are not satisfied or, if applicable, waived,
or the Placing Agreement is terminated 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
1,337,596,800 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 1,337,596,800 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                                                         Jeremy Brest

 2   Reason for the notification

 a)  Position/status                                              Non-Executive Director

 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)

     25p                                                                                       1,255,088

 d)  Aggregated information                                       N/A (single transactions)

     -      Aggregated volume

     -      Price
 e)  Date of the transaction                                      11 September 2025
 f)  Place of the transaction                                     Outside of a trading venue

 

 

 

 

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