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REG - Pantheon Resources - Unaudited Interim Results

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RNS Number : 1475H  Pantheon Resources PLC  18 March 2024

18(th) March 2024

Pantheon Resources plc

Interim Results (unaudited) for the six months ended 31 December 2023

 

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, announces its
interim results for the six months ended 31 December 2023 (the "Period"),
together with operational highlights for the half year and the period beyond.

 

Highlights

 

Operational and Corporate

 

·    Received an Independent Expert Report on the Kodiak project by
Netherland, Sewell & Associates, Inc. ("NSAI"), estimating an aggregate 2C
Contingent Recoverable Resource of 963 million barrels ("mmbbls") of
marketable liquids

·    Re-entered, fracked and tested the topset sands (previously referred
to as 'the SMD') in the vertical portion of the Alkaid-2 well. Following
incorporation of pressure-volume-temperature ("PVT") analysis results from
GeoMark, the flow rate was calculated to be 50-140 barrels per day ("bpd") of
marketable liquids, substantially exceeding pre-test estimates. Additionally:

o  Successfully executed new frac design with - improved frac efficiency

o  Confirmed the producibility of and fluid composition in the topset horizon

o  Confirmed materially superior reservoir quality compared to deeper Alkaid
ZOI horizon

·    Contracted engineering and environmental consultants to support the
Company to secure a hot-tap into the TAPS pipeline, as a precursor to project
development

·    Submitted winning bids for an additional 66,240 acres of leases at
the December 2023 annual lease sales, strategically securing what Pantheon
believes to be some of the highest quality areas of the Kodiak and Ahpun
Fields at the shallowest depths. This is expected to result in a material
upgrade to NSAI's independent resource estimates for Kodiak

·    Appointed two new, independent non-executive directors; (i) Allegra
Hosford Scheirer who has deep geological experience, including in Alaska, and
(ii) Linda Havard who has several decades experience in financial/CFO roles,
including 15 years in the oil and gas industry

·    Established a Houston office and commenced work towards a US stock
market listing in 2025

·    Satisfied the September and December 2023 quarterly convertible bond
repayments in cash, funded through private placements of shares to long term
supportive holders and exercise the Company's right to make the March 2024
payment with shares to enhance liquidity

 

 

Financial

 

·    After tax loss for the period $5.7 million (2022: $1.6 million).
Impacted by $3.8 million charge from mark to market revaluation of
derivative component and interest expenses attributable to the Convertible
Bond

·    G&A higher at $4.0 million (2022: $3.7 million), reflecting
the growth in the organisation as it progresses towards FID and project
development

·    Cash on hand 31 December 2023: $0.2 million (2022: $16.3
million). Additionally, fixed term cash deposits on hand of $7.0 million
(matured 8 January 2024)

·    Cash on hand 15 March 2024: $8.7 million

 

The Company is planning to host an Investor Meet Company webinar in early
April 2024 to provide a Company update, including the status of development
planning. Details will be released as soon as the date is finalised.

 

David Hobbs, Executive Chairman of Pantheon Resources, commented:

 

"Pantheon has made great progress during the six months to 31 December 2023
and so far this year on a number of levels. Our testing of the shallower
topsets in the Alkaid-2 wellbore was a great success, exceeding our
expectations and validating the effectiveness of the revised frac design. Such
engineering improvements are extremely positive for Ahpun development
economics, helping to steer our focus towards the Ahpun topsets to benefit
from the material improvement in reservoir quality and the superior GOR (gas
oil ratio) compared to the deeper ZOI horizon tested previously.

 

"We were the successful bidder for an additional 66,240 acres of leases at the
State of Alaska's December 2023 lease sale. These new leases, immediately to
the east of Ahpun and updip to the west and north west of Kodiak include some
of the highest quality areas of the two fields, at the shallowest depths. It
was crucial that we secured the best acreage in our fields to leverage the
great strategic advantage of having proprietary use of the 3D seismic before
it starts to become public, commencing in 2024.

 

"We will remain disciplined in our approach, focused on what moves us towards
achieving Pantheon's strategic goal of delivering sustainable market
recognition of $5-$10 per barrel of 1C/1P recoverable resources with minimum
dilution of shareholder value.

 

"The Independent Expert Report from NSAI received in Q3 2023 estimated nearly
one billion barrels of marketable liquids on our 100% owned Kodiak project,
prior to the award of the additional acreage. It was a key step on the path to
delivering our strategic goal, having such a well respected reserves auditor
validate Pantheon's confidence in its geological model and assessment of the
scale of the recoverable resource. It opened up avenues for engagement with
potential vendors, offtakers and other industry participants.

 

"We expect more resource upgrades to come, with NSAI currently updating its
resource estimates for Kodiak to include the new acreage. We hope to receive
this updated report at or near the end of Q1 2024. NSAI is also working on a
resource estimate at Ahpun, targeted for completion at or near the end of Q2
2024. As we confirmed on 5(th) March 2024, the Company is engaged in
discussions with key stakeholders in Alaska to provide natural gas to
Southcentral Alaska on terms that allow all parties to achieve their
objectives, maintaining energy security over the coming decades.

 

"We would like to thank our shareholders for their support as we progress
closer towards the development of our world class assets, targeting Final
Investment Decision ("FID") for Ahpun by the end of 2025, subject to
regulatory approvals, and for Kodiak in 2028. We're working relentlessly to
optimise a funding platform for the Ahpun development and we look forward to
providing the promised preliminary update over the coming weeks, with a goal
of finalising our strategy by the end of Q2 2024."

 

 

 

Further information, please contact:

 

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

 Jay Cheatham, Chief Executive Officer
 Justin Hondris, Director, Finance and Corporate Development

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

 James Asensio

 Ana Ercegovic

 BlytheRay                                                    +44 20 7138 3204
 Tim Blythe

 Megan Ray

 Matthew Bowld

 

 

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 c.
193,000 acres. In December 2023, Pantheon was the successful bidder for an
additional 66,240 acres with very significant resource potential, contiguous
to the Ahpun and Kodiak projects. Following the issue of the new leases, which
are expected to be formally awarded in summer 2024 upon payment of the balance
of the application monies, the Company will have a 100% working interest in
c. 259,000 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 is based
on targeting Final Investment Decision ("FID") on the Ahpun field by the end
of 2025, subject to regulatory approvals, building production to at least
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 updated estimates for the Kodiak Field to
incorporate the additional acreage and for the Ahpun Field.

 

 

 

 

COMPANY STATEMENT

FOR THE PERIOD ENDED 31 DECEMBER 2023

___________________________________________________________________________________

 

Company Statement

Pantheon's strategic goal remains to bring the Ahpun field onstream as quickly
as possible on the way to delivering sustainable market recognition of $5-$10
per barrel of 1C/1P recoverable resources to our shareholders by developing
our world class assets - Ahpun (Final Investment Decision "FID" targeted for
2025) and Kodiak (FID targeted for 2028) - and with minimum shareholder
dilution. The focus is on ways to do it quicker, cheaper and/or deliver a
higher value outcome.

Highlights

 

During the final six months calendar year 2023 and the subsequent period in
2024, Pantheon achieved significant progress in delivering this goal:

 

·    Netherland Sewell and Associates ("NSAI") issued its Independent
Expert Report ("IER") on the Kodiak field in August 2023, with an aggregate
best estimate recoverable contingent resources of 963 million barrels
("mmbbls") of marketable liquids and 4,465 billion cubic feet of gas ("bcf").

·    The Company re-entered, fracked and tested the topset sands
(previously referred to as the 'SMD') in the vertical portion of the Alkaid-2
well (above the deeper Alkaid ZOI horizon which was separately tested in late
2022/early 2023). Following incorporation of PVT analysis results from
GeoMark, the flow rate was calculated to be 50-140 barrels per day ("bpd") of
marketable liquids, substantially exceeding pre-test estimates.

·    The data gathered from the recompletion suggests that the operation
achieved a frac efficiency estimated at 50% (vs c.20% in the lateral that was
tested in the deeper ZOI horizon in the same wellbore in late 2022 and early
2023). Furthermore, the pressure transient analysis of the data from the
downhole gauges supports a greatly improved estimate of matrix permeability in
this interval, even despite it being located on the feather edge of the Ahpun
topset reservoir, of 0.02-0.12 milliDarcies.

·    Based on these results, engineering and environmental consultants
were contracted to help progress the Company to first production at Ahpun, by
commencing the process to secure a hot tap into the TAPS main oil line.

·    Addition of two non-executive Directors to the Board-Allegra Hosford
Scheirer and Linda Havard.

o  Allegra is a physical science Research Scientist with the Basin and
Petroleum System Modelling Group at Stanford and has a PhD from MIT.

o  Linda has more than 35 years of experience as a financial and operating
executive in public companies and professional services firms, including 15
years in the oil and gas industry. Linda has an MBA from UCLA.

·    In December 2023, Pantheon successfully bid for 66,240 acres covering
the full extent (including all of the areas interpreted as containing higher
quality oil reservoirs) of both Ahpun and Kodiak, materially increasing the
contained resource potential across both projects.

·    Opening of Houston office and are proceeding with the work necessary
for a US stock market listing in 2025, including the appointment of Tony
Larkin to manage the project and promotion of Josh McIntyre to the role of
Group Financial Controller.

·    In addition to the $22 million of funding in May 2023 to ensure
continued operation through to the end of 30 June 2024, Pantheon funded the
September and December 2023 quarterly convertible loan repayments through
placements of shares to long term supportive holders, including IPGL Limited,
which now has an interest over more than 7% of the shares in issue. The March
2024 quarterly repayment was made with shares to enhance liquidity, given the
acquisition of key leases in December 2023.

 

Ongoing activity in 2024

 

Following the success of the Ahpun topset horizon test in late 2023 and given
the quality of core data in the Pipeline State #1 well, the Company has
redirected SLB's modelling of the Ahpun field development to prioritise
development wells in the Ahpun field topset sands. This work is underway.

 

Until that work is completed, Pantheon continues development planning  based
on 2 mmbbl EUR (estimated ultimate recovery) per well and an IP30 flow rate of
4,000 bpd of marketable liquids with first year average production of 2,000
bpd. This is based on the modelled development well design of 10,000 feet
lateral length, the improved frac design, and recognising the improved
reservoir and fluid characteristics in the Ahpun topset reservoirs.
Projections for estimated cumulative cashflows and funding requirements
(estimated at $120 million to first production) reinforce the robustness of
the Ahpun development strategy and the ability to deploy cashflows from the
initial wells to fund the expansion to a multi-rig programme and to fund the
Kodiak Field development after its FID (targeted by the end of 2028).

 

NSAI is continuing to update its analysis on Kodiak to include the new leases,
with an update expected around the end of March 2024.Its initial assessment of
Ahpun is expected around the end of June 2024.

 

The Company continues to work on financing initiatives with a goal to minimise
shareholders' equity dilution while ensuring the financial strength to build
the professional organisation necessary to deliver projects of the size, scale
and complexity of Ahpun and Kodiak. Pantheon continually updates its
development plans and forecasts with new data from both internal analysis and
that of SLB and other consultants, while seeking to minimise the footprint, of
both surface facilities and total resource development, such that development
consents will minimise delays to key approvals. It is a tremendous advantage
that Pantheon's assets are located exclusively on State of Alaska land and
adjacent to pipeline and road transportation infrastructure, but this does not
eliminate the need to work with the Army Corps of Engineers for permits
covering wetland fill and the Federal Government for common carrier pipeline
access. Pantheon has retained experienced engineering, regulatory and
environmental experts to ensure that our plan meets all requirements and best
practices, including the intention to be a zero emissions operator by 2030.

 

 

NSAI Initial Kodiak Report

 

Pantheon received an IER prepared by NSAI on the Lower Basin Floor Fan
reservoir of the Company's Kodiak project in Q3 2023. A summary of the
resource estimate is outlined below.

 

Gross 100% Working Interest Contingent Resources

  Resource Category   Oil        NGLs       Residual Gas    Total Marketable Liquids*

                      (mmbbls)   (mmbbls)   (bcf)           (mmbbls)
 Low Estimate (1C)    145.4      292.4      2,151.7         437.8
 Best Estimate (2C)   314.6      647.9      4,465.2         962.5
 High Estimate (3C)   647.8      1,366.4    8,822.7         2,014.2

 

* Pantheon addition of oil & NGL columns

 

 

Successful Bidder at State of Alaska's North Slope Areawide Lease Sale in
December 2023

On 13 December 2023, Pantheon was named as the successful bidder on 66,240
acres, covering substantially all of the anticipated remaining conventional
reservoir potential in the Kodiak Field, where the Company expects reservoir
quality to improve as they become shallower to the north and west of the
existing leases. In addition, the leases covering the potential eastern extent
of the Ahpun Field (including what is prognosed to be higher quality,
shallower reservoirs) covers the resources that are assessed as economically
developable using current technologies. The new acreage contains material
resource potential, and classification of the potentially recoverable
resources will be determined in the coming months in consultation with NSAI
and SLB.

(1) Estimated based on 16.67% State royalty for Western Kodiak Leases and
12.5% State royalty for the Eastern Ahpun Leases. All subject to 1 %
Overriding Royalty Interest ("ORRI") in favour of eSeis.

(2) Company estimates of TRR are based on 8% recovery factor ("RF") in tight
formations and up to 20% in formations exceeding the conventional threshold.
No resources are attributed to natural gas because there is currently no
market on the North Slope and any gas not used for fuel is modelled to be
reinjected into the reservoir.

NGL and Condensates stripped from the production stream are not explicitly
recognised within these figures pending GeoMark reservoir fluid composition
analysis. Until GeoMark's analysis is received, the basis of estimation is
consistent with the SLB reservoir modelling report released on
8(th) December, 2022.

(3) COS is the Geological Chance of Success - the probability that
hydrocarbons will be encountered and capable of flowing to surface. The target
formations in the western leases covering the extension of the Kodiak field
are the same horizons encountered in the Pipeline State, Talitha-A and Theta
West-1 wells, resulting in a high COS. The eastern Ahpun leases exhibit the
seismic characteristics indicating hydrocarbon pay but cannot be confirmed
until penetrated by a well.

(4) The Kodiak volumes have been estimated deterministically and the Ahpun
volumes have been estimated probabilistically. The totals do not represent the
statistical addition of these estimates.

Pantheon's lease acquisition strategy is now complete. These latest awards
protect the development schedules for Ahpun and Kodiak to the extent possible
by ensuring the full fields can be included in requests for development
consents from the State of Alaska. The immediate focus remains on the
development of Ahpun with FID planned by the end of 2025 and appraisal of the
full potential of Kodiak to support its FID in 2028.

 

Financing

The Company intends to provide an update on its overall financing initiatives
over the coming weeks. As previously disclosed, Pantheon is in discussions
with vendors, offtakers and other parties about the potential to provide non
equity finance the Company in order to progress its project development at
minimal equity dilution to shareholders. As previously discussed, Pantheon
estimates $120 million is required to get to first production, comprised of
three wells conservatively at $20 million each, $20 million to upgrade
facilities, $20 million for a hot-tap into TAPS and $20 million for three
years G&A. Whilst some of these components will change higher or lower,
for example G&A as the Company builds its team and incurs costs associated
with a US listing, at a combined level the Company remains comfortable that
$120 million remains a conservative and achievable estimate.

 

Heading into Q2 of 2024, Pantheon is proceeding with determination, doing the
small but necessary steps to advance its exciting projects towards its stated
objectives of FID, project development and value recognition. Management
believe the project resource potential to be of a size and scale that is
material by any global standard and are extremely pleased to have been able to
strategically retain a 100% working interest in all of it. Management fully
recognise that financing the development of such large developments is a key
hurdle and are working diligently on that objective, recognising that once
achieved, the pathway to commercialisation becomes clearer for all to see, and
would be expected to see significant value recognition accrete to shareholders
thereafter. The Board is determined in its efforts to achieve these goals.

 

 

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 31 DECEMBER 2023

___________________________________________________________________________________

 

 

                                                                        Notes  6 months ended 31 December 2023 (unaudited)  6 months ended 31 December 2022 (unaudited)  Year ended 30 June 2023

                                                                                                                                                                         (audited)
                                                                               $                                            $                                            $
 Continuing operations
 Revenue                                                                       13,393                                       455,309                                      803,689
 Production royalties                                                          -                                            (57,101)                                     -
 Facilities commissioning and operations                                       -                                            (837,503)                                    -
 Cost of sales                                                                 (7,152)                                      (183,296)                                    (673,290)
 Gross profit / (loss)                                                         6,241                                        (622,590)                                    130,399

 Administration expenses                                                       (4,035,322)                                  (3,699,831)                                  (3,870,673)
 Share Based payment expense                                                   -                                            (2,935,897)                                  (3,146,170)
 Operating loss                                                                (4,029,081)                                  (7,258,318)                                  (6,886,444)

 Convertible Bond - Interest expense                                           (2,589,141)                                  (3,151,102)                                  (6,111,118)
 Convertible Bond - Revaluation of derivative                                  (1,206,610)                                  7,937,855                                    11,321,514
 Other Income                                                                  -                                            -                                            30,000
 Interest receivable                                                           414,446                                      152,492                                      338,205
 Loss before taxation                                                          (7,410,387)                                  (2,319,073)                                  (1,307,843)

 Taxation                                                                      1,726,267                                    743,097                                      (138,844)
 Loss for the period                                                           (5,684,120)                                  (1,575,796)                                  (1,446,687)

 Other comprehensive income for the period
 Exchange differences from translating foreign operations                      (219,659)                                    (97,473)                                     (3,185,937)
 Total comprehensive loss for the period                                       (5,903,779)                                  (1,673,449)                                  (4,632,624)

 Loss per share from continuing operations:
 Basic and diluted Loss per share                                       2      (0.66)¢                                      (0.21)¢                                      (0.18)¢

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 DECEMBER 2023

_______________________________________________________________________________________

 

 

                                                           Share       Share        Retained      Currency     Share          Total
                                                           capital     premium      losses        reserve      based payment  equity
                                                           $           $            $             $            $              $
 Group
 At 1 July 2023                                            12,464,677  297,830,078  (49,444,331)  (2,692,860)  14,271,042     272,428,607

 Loss for the period                                       -           -            (5,684,120)   -            -              (5,684,120)
 Other comprehensive income: Foreign currency translation  -           -            -             (219,659)    -              (219,659)
 Total comprehensive income for the period                 -           -            (5,684,120)   (219,659)    -              (5,903,779)
 Issue of shares                                           148,722     2,644,275    -             -            -              2,792,997
 Balance at 31 December 2023                               12,613,399  300,474,353  (55,128,450)  (2,912,519)  14,271,042     269,317,825

 

 

 

 

                                                                              Share       Share        Retained      Currency  Share          Total
                                                                              capital     premium      losses        reserve   based payment  equity
                                                                              $           $            $             $         $              $
 Group
 At 1 July 2022                                                               10,720,459  264,879,196  (48,466,591)  493,078   11,776,246     239,402,388

 Loss for the period                                                          -           -            (1,575,976)   -         -              (1,575,976)
 Other comprehensive income: Foreign currency translation                     -           -            -             (97,473)  -              (97,473)
 Total comprehensive income for the period                                    -           -            (1,575,976)   (97,473)  -              (1,673,449)
 Exercise of Share Options
 Issue of shares                                                              54,759      1,701,259    -             -         -              1,756,018
                                                                              -           -            395,238       -         (395,238)      -

 Transfer of previously expensed share based payment on exercise of options
 Convertible Bond - Amortisation and Redemption
 Issue of shares                                                              73,543      5,683,957    -             -         -              5,757,500
 Shares Issued in Lieu of Payment
 Share based payments expense                                                 -           -            -             -         2,935,897      2,935,897
 Balance at 31 December 2022                                                  10,848,761  272,264,411  (49,647,328)  395,605   14,316,906     248,178,354

 

 

 

 

                                                                              Share       Share        Retained      Currency     Share                  Total
                                                                              Capital     premium      losses        reserve      based payment reserve  equity
                                                                              $           $            $             $            $                      $
 Group
 At 1 July 2022                                                               10,720,459  264,879,196  (48,466,590)  493,078      11,776,246             239,402,388

 Loss for the year                                                            -           -            (1,446,687)   -            -                      (1,446,687)
 Other comprehensive income: Foreign currency translation                     -           -            -             (3,185,937)  -                      (3,185,937)
 Total comprehensive income for the year                                      -           -            (1,446,687)   (3,185,937)  -                      (4,632,624)
 Transactions with owners
 Capital Raising
 Issue of shares                                                              1,301,769   20,828,305   -             -            -                      22,130,074
 Issue costs                                                                  -           (469,920)    -             -            -                      (469,920)
 Issue costs paid in cash                                                     -           (501,683)    -             -            -                      (501,683)
 Exercise of Share Options and RSU's
 Issue of shares                                                              58,445      1,880,003    -             -            -                      1,938,448
 Convertible Bond - Amortisation and Redemption
 Issue of shares                                                              384,005     11,032,995   -             -            -                      11,417,000
 Other - Reversal of over accrual relating to previous capital raise          -           181,185      -             -            -                      181,185
 Total transactions with owners                                               1,744,219   32,950,885   -             -            -                      34,695,104
                                                                              -           -            468,946       -            (468,946)              -

 Transfer of previously expensed share based payment on exercise of options
 Share based payments expense                                                 -           -            -             -            2,963,741              2,963,741
 Balance at 30 June 2023                                                      12,464,677  297,830,078  (49,444,331)  (2,692,860)  14,271,042             272,428,607

 

 

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2023

_______________________________________________________________________________________

 

                                                       Notes  6 months ended  6 months ended  Year ended

                                                              31 December     31 December     30 June

                                                              2023            2022            2023

                                                              (unaudited)     (unaudited)     (audited)
 ASSETS                                                       $               $               $

 Non-Current Assets
 Exploration and evaluation assets                     3      292,192,198     274,321,398     286,668,349
 Property, plant & equipment                           3      8,219           66,199          38,570
                                                              292,200,417     274,387,597     286,706,919
 Current Assets
 Trade and other receivables                                  793,965         2,823,089       2,559,522
 Cash and cash equivalents                                    207,124         16,335,676      20,661,012
 Fixed term cash deposit & Certificate of deposit             9,008,937       -               -
                                                              10,010,026      19,158,765      23,220,534
                                                              302,210,443     293,546,363

 Total assets                                                                                 309,927,453

 LIABILITIES
 Current liabilities
 Convertible Bond - Debt                               5      9,582,349       9,929,027       9,755,688
 Trade and other payables                                     1,757,257       6,336,999       2,840,610
 Provisions                                                   6,018,291       5,282,866       6,017,238

                                                                              60
 Lease Liabilities                                            5,341           60,007          36,435

                                                              17,363,238      21,608,899      18,649,971

 Non-current liabilities
 Lease Liabilities                                            -               2,956           -

 Trade and other payables                                     13

 Convertible Bond - Debt                               5      13,819,208      19,228,219      16,619,062
 Convertible Bond - Derivative                         5      1,614,192       3,587,629       407,566
 Deferred tax liability                                       95,980          940,306         1,822,247
                                                              15,529,380      23,759,110      18,848,875
                                                              32,892,618      45,368,009      37,498,847

 Total liabilities
                                                              269,317,825     248,178,354     272,428,607

 Net assets

 EQUITY
 Capital and reserves
 Share capital                                                12,613,399      10,848,761      12,464,677
 Share premium                                                300,474,353     272,264,411     297,830,078
 Retained losses                                              (55,128,450)    (49,647,328)    (49,444,331)
 Currency reserve                                             (2,912,519)     395,605         (2,692,860)
 Share based payment reserve                                  14,271,042      14,316,906      14,271,042
 Shareholders' equity                                         269,317,825     248,178,354     272,428,607

 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD ENDED 31 DECEMBER 2023

_______________________________________________________________________________________

 

                                                                                   6 months ended  6 months ended

                                                                                   31 December     31 December     Year ended

                                                                                   2023            2022            30 June

                                                                                    (unaudited)     (unaudited)    2023

                                                                                                                   (audited)
                                                                                   $               $               $

 Net outflow from operating activities                                             (3,534,998)     (6,722,549)     (11,395.855)

 Cash flows from investing activities
 Interest received                                                                 414,446         152,492         338,205
 Financial Investments - Fixed term cash deposit & Certificate of deposit          (9,008,937)     -               -
 Funds used for drilling, exploration and leases                                   (5,523,850)     (36,601,678)    (48,246,055)
 Advance for performance bond                                                      -               -               (2,400,000)
 Property, plant and equipment                                                     -               (3,033)         (3,251)
 Net cash outflow from investing activities                                        (14,118,341)    (36,452,218)    (47,911,101)

 Cash flows from financing activities
 Proceeds from share issues                                                        2,792,997       1,756,018       22,746,441
 Issue costs paid in cash                                                          -               -               (501,683)
 Repayment of borrowing - unsecured convertible bond                               (5,561,500)     -               -
 Repayment of borrowing - leasing liabilities                                      (32,046)        (29,696)        (60,913)
 Net cash inflow from financing activities                                         (2,800,549)     1,726,323       22,183,845

 (Decrease) / Increase in cash & cash equivalents                                  (20,453,888)    (41,448,445)    (37,123,110)

 Cash and cash equivalents at the beginning of the period                          20,661,012      57,784,121      57,784,121
 Cash and cash equivalents at the end of the period((1))                           207,124((1))    16,335,677      20,661,012

 

 

(1)   Closing cash balance excludes US$7,000,000 fixed term deposit
(included above in Financial Investments - Fixed Term cash deposit and
Certificate of deposit) which matured 8(th) January 2024.

 

 

RECONCILIATION OF OPERATING LOSS TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES

FOR THE PERIOD ENDED 31 DECEMBER 2023

_______________________________________________________________________________________

 

                                                         6 months ended  6 months ended   Year ended

                                                         31 December     31 December     30 June

                                                         2023            2022            2023

                                                          (unaudited)     (unaudited)    (audited)
                                                         $               $               $

 Loss for the period                                     (5,684,120)     (1,575,976)     (1,446,687)
 Net interest received                                   (414,446)       (152,492)       (338,205)
 Share Based Payments non-cash expense                   -               2,935,897       3,146,170
 Depreciation of office equipment                        1,100           245             1,869
 Depreciation of right of use assets                     28,802          27,154          55,700
 Interest Expense                                        2,589,141       3,151,102       6,111,118
 Convertible Bond - Revaluation of derivative liability  1,206,610       (7,937,855)     (11,321,514)
 Other provisions - irrecoverable VAT                    -               -               7,302
 Decrease in other liabilities                           -               (1,964,731)     -
 Decrease / (Increase) in trade and other receivables    1,765,558       (324,642)       (61,076)
 Decrease in trade and other payables                    (1,083,353)     (40,987)        (4,648,183)
 Effect of translation differences                       (218,023)       (97,165)        (3,041,194)
 Taxation                                                (1,726,267)     (743,097)       138,844
 Net cash outflow from operating activities              (3,534,998)     (6,722,549)     (11,395,855)

 

 

NOTES TO THE FINANCIAL INFORMATION

FOR THE PERIOD ENDED 31 DECEMBER 2023

_______________________________________________________________________________________

 

1.      Accounting policies

 

A summary of the principal accounting policies, all of which have been applied
consistently throughout the period, is set out below.

 

1.1.   Basis of preparation

 

The financial statements have been prepared on a going concern basis using the
historical cost convention and in accordance with the UK Adopted International
Accounting Standards ("IAS's") and in accordance with the provisions of the
Companies Act 2006.

This interim report has been prepared on a basis consistent with the Group's
expected accounting policies for the year ending 30 June 2024. These
accounting policies are the same as those set out in the Group's Annual Report
and Financial Statements for the year ended 30 June 2023, which are available
from the registered office or the company's website
(www.pantheonresources.com).

 

The Group financial information is presented in US Dollars and is unaudited.
The interim financial information does not constitute statutory accounts
within the meaning of section 434 of the Companies Act 2006.  The comparative
figures for the year ended 30 June 2023 have been taken from the Group's
statutory accounts for that financial year, which have been reported on by the
Group's auditors and delivered to the Registrar of Companies.

 

1.2.   Basis of consolidation

 

Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are de-consolidated from the date that control
ceases. The purchase method of accounting is used to account for the
acquisition of subsidiaries by the Group. The cost of an acquisition is
measured as the fair value of the assets given, equity instruments issued, and
liabilities incurred or assumed at the date of exchange. Identifiable assets
acquired and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values at the acquisition
date, irrespective of the extent of any minority interest. The excess of the
cost of acquisition over the fair value of the Group's share of the
identifiable net assets acquired is recorded as goodwill. Goodwill arising on
acquisitions is capitalised and subject to impairment review, both annually
and when there are indications that the carrying value may not be recoverable.

Inter-company transactions, balances and unrealised gains on transactions
between group companies are eliminated. All the companies over which the
Company has control apply, where appropriate, the same accounting policies as
the Company.

 

1.3.   Foreign currency translation

 

(i)   Functional and presentational currency

The financial statements for the Group and the Company are presented in US
Dollars ("$") and this is the Group's Presentation currency. The Functional
currency of all entities within the Group, excluding the Parent Company, is
$USD. The Functional currency of the Parent Company is £GBP.

(ii)  Transactions and balances

Transactions in foreign currencies are translated into US dollars at the spot
rate. Monetary assets and liabilities denominated in foreign currencies are
translated at the rate of exchange ruling at the balance sheet date. The
resulting exchange gain or loss is dealt with in the income statement.

The assets, liabilities of the Parent Company are translated into US dollars
at the rates of exchange ruling at the year end. The results of the Parent
Company are translated into US dollars at the average rates of exchange during
the year. Exchange differences resulting from the retranslation of currencies
are treated as movements on reserves.

 

1.4.   Cash and cash equivalents

 

The company considers all highly liquid investments, with a maturity of 90
days or less to be cash equivalents, carried at the lower of cost or market
value.

 

1.5.   Going concern

In June 2023 Pantheon communicated to shareholders via RNS and accompanying
webinar, its aggressive strategy to target sustainable market value
recognition  of $5 - $10 per barrel of 1P/1C recoverable resource by the
end of 2028, FID (Final Investment Decision) on the Ahpun project by the end
of 2025, and FID on the Kodiak project by the end of 2028. Executing such a
strategy requires significant additional capital, most of which the Company
seeks to access through non equity sources. This process is presently
underway. In November 2023 the Company published a stock exchange
announcement, supported by a webinar, which provided detail of the estimated
$120 million capital required to achieve first production at Ahpun and the
Company's strategy to secure such funding. This sum included the drilling of 3
new wells, a hot-tap into the TAPS pipeline, upgrading production facilities
and several years of G&A.  In accessing additional capital, Pantheon's
stated goal is to achieve this in the least dilutive manner for shareholders,
minimising the use of equity capital  by prioritising three main alternate
funding sources: (i) vendor financing (ii) offtaker financing and (iii)
reserve based lending. Pantheon is presently in discussions with multiple
parties, including vendors and potential offtakers with respect to these
potential non-equity financing alternatives.

As reported to shareholders, the Group will need to secure additional funding
for general working capital, capital commitments, to cover future liabilities
as they fall due and to continue to progress its key projects as planned. The
Group seeks to secure such funding by Q2 or Q3 2024, in the least dilutive
manner for shareholders, ideally through one of the non equity funding sourced
discussed above. The auditors made reference to this material uncertainty
within their audit report within the 30 June 2023 annual financial statements.

In Q3 2023, Netherland Sewell & Associates estimated a 2C Contingent
Resource for Pantheon's Kodiak project totalling 962.5 million barrels of
marketable liquids. The directors believe the enormous size of the
resource already appraised on Pantheon's acreage provides the potential for
1,000 - 2,000 wells. Whilst in absolute terms this would entail cumulative
investment estimated in the billions of dollars over the lifetime of the
project, Pantheon estimates c.$300 million on the Ahpun development (plus
potentially $50 million of Kodiak appraisal costs) as the maximum cumulative
cash requirement. Once in full development, it is believed that production
revenues have the potential to self finance a great majority of the future
development costs as is often the case in such developments. Recent modelling
by SLB predicts potential for significant improvement in well performance over
its original estimates.

The Group has no contractual obligation to drill any future wells and the only
obligation is to suspend the Talitha-A test well, the estimated cost of which
($0.7m) has already been provided for in the financial accounts. Given the
quality of the assets, the directors are confident in their ability to raise
capital as and when required. Accordingly, the financial statements have been
prepared on a going concern basis.

 

1.6.   Revenue

 

During the year ended 30 June 2023 oil sales commenced as a result of long
term production testing at the Alkaid-2 well. These sales were considered to
be non-recurring because it only occurred during the testing phase and
production and thus production revenues stopped once flow testing operations
ended. During the period to 31 December, 2023. A modest revenue was recorded
during the short testing period for the short flow test of the shallower SMD
horizon. Once in production, revenue from contracts with customers will be
recognised in accordance with IFRS15 Revenue from Contacts with Customers, at
an amount that reflects the consideration to which the Group expects to be
entitled in exchange for those goods.

Contract balances

A contract asset is the right to consideration in exchange for goods
transferred to the customer. If the Group performs by transferring goods to a
customer before the customer pays consideration or before payment is due, a
contract asset is recognised for the earned consideration that is conditional.
The Group does not have any contract assets as performance and a right to
consideration occurs within a short period of time and all rights to
consideration are unconditional.

Interest revenue is recognised on a proportional basis taking into account the
interest rates applicable to the financial assets.

1.7.   Deferred taxation

 

Deferred tax is provided in full, using the liability method, on temporary
differences arising between the tax bases of assets and liabilities and their
carrying amounts in the financial statements. Deferred tax is determined using
tax rates (and laws) that have been enacted or substantially enacted by the
balance sheet date and expected to apply when the related deferred tax is
realised, or the deferred liability is settled.

Deferred tax assets are recognised to the extent that it is probable that the
future taxable profit will be available against which the temporary
differences can be utilized.

 

1.8.   Exploration and evaluation costs and developed oil and gas properties

 

The Group follows the 'successful efforts' method of accounting for
exploration and evaluation costs. At the point of production, all costs
associated with oil, gas and mineral exploration and investments are
classified into and capitalised on a 'cash generating unit' ("CGU") basis, in
accordance with IAS 36. Costs incurred include appropriate technical and
administrative expenses but not general corporate overheads. If an exploration
project is successful, the related expenditures will be transferred to
Developed Oil and Gas Properties and amortised over the estimated life of the
commercial reserves on a 'unit of production' basis.

 

The recoverability of all exploration and evaluation costs is dependent upon
the discovery of economically recoverable reserves, the ability of the Group
to obtain necessary financing to complete the development of the reserves and
future profitable production or proceeds from the disposition thereof. All
balance sheet carrying values are reviewed for indicators of impairment at
least twice yearly. The prospect acreage is classified into discrete
"prospects" or CGU's. When production commences the accumulated costs for the
specific CGU is transferred from intangible fixed assets to tangible fixed
assets i.e., 'Developed Oil & Gas Properties' or 'Production Facilities
and Equipment', as appropriate. Amounts recorded for these assets represent
historical costs and are not intended to reflect present or future values.

 

 

1.9 Impairment of exploration costs and developed oil and gas properties,
depreciation of assets,  plug & abandonment and goodwill

 

In accordance with IFRS 6 'Exploration for and Evaluation of Mineral
Resources' (IFRS 6), exploration and evaluation assets are reviewed for
indicators of impairment. Should indicators of impairment be identified an
impairment test is performed.

In accordance with IAS 36, the Group is required to perform an "impairment
test" on assets when an assessment of specific facts and circumstances
indicate there may be an indication of impairment, specifically to ensure that
the assets are carried at no more than their recoverable amount. Where an
impairment test is required, any impairment loss is measured, presented and
disclosed in accordance with IAS 36.

Exploration and evaluation costs

All exploration and evaluation assets relate to the Group's Alaskan
operations. The Alaskan leasehold assets were fair valued as at the date of
acquisition of Great Bear and the carrying value at 31 December 2023
represents the cost of acquisition (plus the fair value adjustment, in
accordance with IFRS) and any capitalised costs incurred subsequent to the
acquisition.

Decommissioning Charges

Decommissioning costs will be incurred by the Group at the end of the
operating life of some of the Group's facilities and properties. The Group
assesses its decommissioning provision at each reporting date. The ultimate
decommissioning costs are uncertain and cost estimates can vary in response to
many factors, including changes to relevant legal requirements, the emergence
of new restoration techniques or experience at other production sites. The
expected timing, extent and amount of expenditure may also change - for
example, in response to changes in reserves or changes in laws and regulations
or their interpretation. Therefore, significant estimates and assumptions are
made in determining the provision for decommissioning. As a result, there
could be significant adjustments to the provisions established which would
affect future financial results. The provision at reporting date represents
management's best estimate of the present value of the future decommissioning
costs required.

For all wells the Group has adopted a Decommissioning Policy in which all
decommissioning costs are recognise immediately when a well is either
completed, abandoned, suspended or a decision taken that the well will likely
be plugged and abandoned in due course. For completed or suspended wells, the
decommissioning charge is recorded against the capitalised amount and
subsequently depleted over the useful life of well using unit of production
method.

 

1.10     Financial instruments

Recognition and derecognition

Financial assets and financial liabilities are recognised when the Group
becomes a party to the contractual provisions of the financial instrument.

Financial assets, if/where applicable, are derecognised when the contractual
rights to the cash flows from the financial asset expire, or when the
financial asset and substantially all the risks and rewards are transferred.

A financial liability is derecognised when it is extinguished, discharged,
cancelled or expires.

Classification and measurement of financial liabilities

The Group's financial liabilities include borrowings (convertible bond debt),
trade and other payables and embedded derivative financial instruments.

Financial liabilities are initially measured at fair value, and, where
applicable, adjusted for transaction costs unless the Group designated a
financial liability at fair value through profit or loss.

Subsequently, financial liabilities are measured at amortised cost using the
effective interest method except for derivatives and financial liabilities
designated which are carried subsequently at fair value with gains or losses
recognised in profit or loss.

All interest-related charges and, if applicable, changes in an instrument's
fair value that are reported in profit or loss are included within finance
costs or fair value gains/(losses) on derivative financial instruments.

Embedded derivative financial instruments

A borrowing arrangement structured as a convertible bond repayable in stock
over 20 quarterly instalments, in addition to the right of the lender to
voluntarily convert part or all of the outstanding principal prior to the
maturity date of the bond, has embedded in it a derivative. This is considered
to be a separable embedded derivative of a loan instrument.

At the date of issue, the fair value of the embedded derivative is estimated
by considering the derivative as a series of individual components with
modelling of the fixed and floating legs to determine a repayment schedule and
derive a net present value for the forward contract embedded derivative.

This amount is recognised separately as a financial liability or financial
asset and measured at fair value through the income statement. The residual
amount of the loan is then recorded as a liability on an amortised cost basis
using the effective interest method until extinguished upon conversion or at
the instrument's maturity date.

IFRS 9 Expected Credit Loss Model

IFRS 9 requires that credit losses on financial assets are measured and
recognised using the "expected credit loss" (ECL) approach. Other than cash,
the only other financial assets held is a $0.4m in drilling deposits lodged
with the state of Alaska. These drilling deposits are to cover future
obligations to the state of Alaska for Great Bear Pantheon to perform
dismantle, removal and restoration activities at Alkaid #2.  Funds held by
the state of Alaska are considered to have virtually no risk of credit loss.

 

 

2.      Loss per share

                                              6 months            6 months     Year ended

                                              ended 31 December   ended 31     30 June

                                              2023                December     2023

                                                                  2022
                                              (unaudited)         (unaudited)  (audited)

 Loss per share from continuing operations:
 Basic and diluted loss per share             (0.66)c             (0.21)c      (0.18)c

 

The calculation above for the loss per share has been calculated by dividing
the loss for the period by the weighted average number of ordinary shares in
issue of 859,268,187 (December 2022: 764,186,409; June 2023: 791,082,592). As
the Group recorded a loss for the period, the diluted loss per share has been
made to equal the basic loss per share.

 

 

3.      Non-current assets

 

 Exploration and evaluation assets              Exploration & evaluation

 Group                                          assets
 At 30 June 2022                                237,852,406
 Additions                                      36,599,104
 At 31 December 2022                            274,451,510
 Additions                                      11,646,951
 Additions to Asset Retirement Obligations      700,000
 At 30 June 2023                                286,798,461
 Additions                                      5,523,849
 At 31 December 2023                            292,322,310

 Impairment:
 At 30 June 2022                                130,112
 At 31 December 2022                            130,112
 At 30 June 2023                                130,112
 At 31 December 2023                            130,112

 Net book value:
 At 31 December 2023                            292,192,198
 At 30 June 2023                                286,668,349

 

 

In January 2019, the Group acquired 100% of the share capital of Great Bear
Petroleum Ventures I LLC and Great Bear Petroleum Ventures II LLC companies
(collectively, "Great Bear"). The principal assets of Great Bear are leases
with the rights to explore for hydrocarbons in the State of Alaska. At the
period end the exploration and evaluation assets all relate to the Alaskan
operation; Alaskan assets $292.2m (December 2022: $274.3m).

 

Exploration and evaluation assets are constantly reviewed for indicators of
impairment. If an indicator of impairment is found an impairment test is
required, where the carrying value of the asset is compared with its
recoverable amount. The recoverable amount is the higher of the assets fair
value less costs to sell and value in use. The directors are satisfied that no
impairments are required for the current period end.

Property, plant and equipment

 

 Group                        Office Equipment  Right of Use Assets  Total
                              $                 $                    $
 Cost
 At 30 June 2022              19,467            215,862              235,329
 Additions                    3,053             -                    3,053
 Exchange difference          -                 (13,371)             (13,371)
 At 31 December 2022          22,520            202,491              225,011
 Additions                    0                 0                    0
 Exchange difference          335               10,156               10,491
 At 30 June 2023              22,855            212,647              235,502
 Additions                    0                 0                    0
 Exchange difference          (6)               (239)                (245)
 At 31 December 2023          22,849            212,408              235,502

 Depreciation
 At 30 June 2022              16,403            127,235              143,638
 Depreciation for the period  245               27,154               27,399
 Exchange difference          20                (12,245)             (12,225)
 At 31 December 2022          16,668            142,144              158,812
 Depreciation for the period  1,624             28,546               30,170
 Exchange difference          117               7,832                7,949
 At 30 June 2023              18,409            178,522              196,931
 Depreciation for the period  1,100             28,802               29,902
 Exchange difference          5                 200                  205
 At 31 December 2023          19,514            207,524              227,038

 Net book value
 At 31 December 2023          3,335             4,884                8,219
 At 30 June 2023              4,446             34,125               38,570

 

4.      Share Capital

During the period in September 2023, the Company issued 11,905,370 new
ordinary shares via a private placement.

As at 31 December, 2023 the company had on issue 919,111,769 shares.

 

As at 31 December, 2023 the Company also has the following options and
warrants:

 

·    4,825,000 share options and 4,802,922 warrants; all with a £0.30
exercise price and all expiring September 2024. The warrants are identical to
the share options except are convertible into non-voting shares on a 1:1
basis.

·    7,000,000 share options with an exercise price of £0.27, expiring
July 2030.

·    12,430,000 share options with an exercise price of £0.33, expiring
January 2031.

·    21,380,000 share options with an exercise price of £0.67, expiring
January 2027.

 

 

5.      Unsecured Convertible Bond

 

In December 2021, the Company issued $55 million worth of senior unsecured
convertible bonds to a fund advised by Heights Capital Ireland LLC, a global
equity and equity-linked focused investor. After settlement of the 13(th)
December 2023 convertible bond repayment, the remaining notional principal
outstanding is $29.4million.

The Convertible Bonds have a maturity of 5 years, a coupon of 4.0% per annum
and are repayable in 20 quarterly repayments ("amortisations") of principal
and interest over the 5 year term of the convertible bond, with the last
repayment due in December 2026. Such quarterly amortisations are repayable at
the Company's option, in either cash at face value, or in ordinary shares
("stock") at the lower of the conversion price (presently USD$0.9096 per
share) or a 10% discount to the arithmetic average of the daily volume
weighted average prices ("VWAP") in the 10 or 3 day trading period prior to
pricing date. Additionally, the bondholder has the option to partially convert
the convertible bond at their discretion. A full summary of the terms of
Convertible Bonds is detailed in the Company's RNS dated 7 December,
2021.
 

The bond agreement contains embedded derivatives in conjunction with an
ordinary bond. As a result, and in accordance with the accounting standards,
the convertible bonds are shown in the Consolidated Statement of Financial
Position, in two separate components, namely Convertible Bond - Debt and
Convertible Bond - Derivative. At the time of recognition (Dec 2021) the $55m
bonds were split, $39,175,363 for the Debt Component and $15,824,637 for the
Derivative Component.

 

In order to value the derivative component, Pantheon engaged a third party
expert valuation specialist group to perform the valuations, who determined
that the valuation of the instrument required a Monte-Carlo simulation of
share price outcomes over the 5 year life to determine the ultimate value of
the conversion option. This produced a calculated Effective Interest Rate
("EIR") of 20.41%. These amounts will be revalued every balance date with the
differences being accounted for in the consolidated statement of comprehensive
income.For the period end date of 31 December  2023, the third party expert
valuation group performed their Monte-Carlo simulation and valuation
calculations to determine the new value for the equity component to be
$1,614,192. The resulting movement of was posted to the consolidated statement
of comprehensive income to the account "Revaluation of derivative liability".

 

As at 31 December 2023 eight quarterly repayments (amortisations) have been
made. For the first six repayments ordinary shares were issued in full
settlement of the principal and interest amortisations. The two amortization
repayments during the period were paid in cash, however that same amount of
cash was raised via private placements with IPGL Limited, an existing
supportive long-term shareholder. Hence, the funds raised were directly
allocated to these two payments, resulting in a cash-neutral position for the
Company.

 

At 31 December 2023 the Unsecured Convertible Bond is shown in the
Consolidated Statement of Financial Position in the following categories;

 

 Convertible Bond - Debt Component (Current Liability)            $9,582,349
 Convertible Bond - Debt Component (Non-current Liability)        $13,819,208
 Convertible Bond - Derivative Component (Non-current Liability)  $1,614,192
 Total                                                            $25,015,749

 

 

 

6.      Approval by Directors

 

The interim report for the six months ended 31 December 2023 was approved by
the Directors on the 17th March 2024.

 

7.      Availability of Interim Report

 

The interim report will be made available shortly on the Company's website
(www.pantheonresources.com), with further copies available on request from the
Company's registered office.

 

8.      Contingent liability

 

Pursuant to IAS 37, a contingent liability is either: (1) a possible
obligation arising from past events whose existence will be confirmed only by
the occurrence or non-occurrence of some uncertain future event not wholly
within the entity's control, or (2) a present obligation that arises from a
past event but is not recognized because either: (i) it is not probable that
an outflow of resources embodying economic benefits will be required to settle
the obligation, or (ii) the amount of the obligation cannot be measured with
sufficient reliability.

Kinder Morgan Treating L.P. ("Kinder Morgan") initiated a dispute over an East
Texas gas treating agreement between Kinder Morgan and Vision Operating
Company, LLC ("VOC"). VOC ceased making payments to the service provider in
July 2019. The service provider subsequently issued a demand to VOC and, in
February 2021, served Pantheon Resources plc with a petition, seeking to
recover not less than $3.35m in respect of this VOC contract. Pantheon held
ownership of less than 0.1% of VOC via a 66.6% interest in Vision Resources
LLC. Both Vision Resources LLC and VOC filed for Chapter 7 Bankruptcy in the
United States Bankruptcy Court for the Southern District of Texas Houston
Division in April 2020.

No Pantheon entity is a signatory to the gas treating agreement and none are
named in the agreement. Pantheon has taken legal advice on the matter and
believes it has no liability to the service provider. Accordingly, Pantheon
does not consider a provision should be included with the final statements and
will contest any claim made.

In, July 2021, the court dismissed Kinder Morgan's claims against Pantheon
Resources plc. Kinder Morgan has also asserted the same claims against two
subsidiaries, Pantheon Oil & Gas, LP and Pantheon East Texas, LLC.
Pantheon Oil & Gas, LP and Pantheon East Texas, LLC are contesting these
claims.

 

9.       Subsequent events

Updated project modelling

The Company has a long term contract with SLB to dynamically model the entire
project area including Ahpun and Kodiak.  This project is expected to
continue for the foreseeable future. The Company will report on any
significant results as they become available.

Appointment of Independent non executive director

On 1 January 2024, Pantheon appointed Linda Havard as an Independent
Non-Executive Director. Linda has more than 35 years' experience as a
financial and operating executive in public oil and gas and entertainment
companies as well as professional services firms. She most recently served as
Chief Financial Officer of Gensler, the world's largest architecture and
design firm. Previously, she served for six years as Chief Financial Officer
at the global law firm of Orrick, Herrington & Sutcliffe, 13 years as
Executive Vice President and Chief Financial Officer of Playboy Enterprises
and 15 years at ARCO (now BP Amoco), where she headed Corporate Planning and
Investor Relations, among other senior positions.

Linda holds an MBA in Finance from the University of California at Los Angeles
and a PhD (honoris causa) in Business from the Chicago School of Professional
Psychology. She is a member of the Atlanta Federal Reserve Board CFO Panel,
the International Women's Forum, and the Governing Body of the CFO Executive
Summit.

Linda is Chair of the Finance, Audit and Risk Committee

Other key appointments

Pantheon has appointed Tony Larkin, to project manage the Company's US stock
market listing process. Tony is a qualified Chartered Accountant with over 25
years investment banking experience.

Commissioning of Independent Expert Reports on the Kodiak project

Pantheon has formally appointed Netherland Sewell & Associates, an
independent and highly reputable resource reporting firm, for the preparation
of an updated Independent Experts Reports over its Kodiak project, estimated
to be completed at or near end March 2024.

Completion of equity fundraising - private placement

In November 2023 Pantheon announced the intention to issue 16,286,343 New
Ordinary Shares at a price of £0.208 per share, to raise a total of
approximately US$4.15m. The placement was on deferred settlement terms which
completed in January 2024. The placement was to two long term supportive
shareholders. Related to this fundraising, David Hobbs, Chairman, acquired
$250,000 of shares indirectly by acquiring New Ordinary Shares with an
aggregate value of $250,000 at the Placement Price from one of the
subscribers, immediately following closing of the Placement.

Payment of quarterly amortization of convertible loan

 

In March 2024, Pantheon announced that it elected to pay (i) the quarterly
principal repayment of US$2.45 million and (ii) the interest payment
of US$0.294 million (collectively, the "Quarterly Repayment") in respect of
its senior unsecured convertible bonds due 2026 (the "Convertible Bonds"),
through the issuance of 8,820,315 new shares.

 

 

GLOSSARY

 

 bbl    barrel of oil                      mcfd   thousand cubic feet per day
 bopd   barrels of oil per day             Mmboe  million barrels of oil equivalent
 boepd  barrels of oil equivalent per day  NPV    net present value
 mcf    thousand cubic feet                $      United States dollar
 bwpd   barrels water per day              IP30

 

 

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