REG - Pantheon Resources - Final Results for the Year Ended 30 June 2025
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RNS Number : 1201N Pantheon Resources PLC 30 December 2025
30 December 2025
Pantheon Resources plc
Final Results for the Year Ended 30 June 2025
Pantheon Resources plc (AIM:PANR, OTCQX: PTHRF) ("Pantheon" or the
"Company"), the oil and gas company developing the Kodiak and Ahpun oil
fields immediately adjacent to pipeline and transportation infrastructure
on Alaska's North Slope, announces its results for the financial year
ended 30 June 2025 ("Financial Year 2025").
Financial Year 2025 and Subsequent Operational Highlights
· Appointed seasoned energy executive Max Easley as Chief Executive
Officer, who brings extensive upstream experience from senior roles at BP,
Apache and PETRONAS Canada.
· Further strengthened executive capability with appointment of
senior U.S. finance executive Tralisa Maraj as Chief Financial Officer who
brings more than 25 years of finance and capital markets experience with PwC,
Remora Oil & Gas, CGX Energy, and LiveWire Group Inc. and Erich
Krumanocker appointed as Chief Development Officer, bringing decades of
international and domestic experience.
· Appointed Alaska policy veteran Marty Rutherford to the Board of
Directors.
· Drilled and completed Megrez-1 exploration well. Although no
hydrocarbons flowed to surface during flow testing period, it remains a
development target for the future once permanent facilities enable
longer-term, cost-effective flowback and processing.
· Drilled and completed Dubhe-1 appraisal well in the Ahpun
reservoir. Dubhe-1 was flow tested for 2 months prior to being shut in for
static reservoir testing with an intention to restart further production
testing in 2026.
· Momentum continued on the proposed Alaska Natural Gas Pipeline
(Alaska LNG - Phase 1) with Glenfarne Alaska LNG becoming the lead developer
and making significant progress securing strategic partnerships, regulatory
approvals and commercial interest from major Asian buyers and suppliers.
Pantheon remains engaged with Glenfarne in working towards a Gas Sales
Agreement, following the Gas Sales Precedent Agreement, signed in 2024.
· Continued advancement on development planning, hot tap and
environmental permitting for the Company's material resource position - in
2024, three separate Independent Expert Reports, certified a combined total of
c. 1.6 billion barrels of ANS Crude and 6.6 trillion cubic feet ("Tcf")
natural gas.
Financial Year 2025 and Subsequent - Financial & Corporate Highlights
· Total comprehensive loss after taxation totalled $5.0 million in
Financial Year 2025 (2024: $13.4m). The decrease was primarily due to non-cash
accounting items related to the convertible bonds, offsetting an increase in
G&A.
· During Financial Year 2025, the Company successfully raised
approximately $64.0 million (before costs) through a combination of
Convertible Bond and equity issuances. Proceeds were primarily used the
Megrez-1 drilling programme, preparatory activities for the Dubhe-1 well, and
general and administrative expenditures.
· Subsequent to financial year-end, the Company raised a further
$46.25 million (before costs). These funds are being deployed to support
execution of the Dubhe-1 work programme and to meet ongoing corporate and
administrative requirements.
· At 30 June 2025, Cash, cash equivalents and term deposits totaled
$13.2 million (2024: $7.9m).
· Fully paid off the Heights convertible bond, reducing notional
principal outstanding from $9.8 million at 30 June 2025 (2024: $24.5 million)
to $nil in December 2025.
David Hobbs, Executive Chairman of Pantheon Resources, said: "Financial Year
2025 was a year of continued investment and preparation for Pantheon as we
worked to strengthen the foundations of the business. Following the 2024
independent certification of our resource base, in 2025 we focused on building
the organisational, technical and governance capabilities required to support
the Company's targeted transition toward potential development activities.
This included further investment in our team, systems and project planning,
while maintaining a disciplined approach to capital allocation.
"During the year, we also made progress advancing key strategic and technical
initiatives, including engagement with Glenfarne in connection with the
proposed Alaska LNG project, ongoing work related to the Environmental Impact
Statement and Trans Alaska Pipeline System (TAPS) engineering, and ongoing
appraisal activities at Dubhe-1. The appointments of Max Easley as Chief
Executive Officer and Tralisa and Erich to the Executive Team further
strengthen the Company's leadership and financial oversight as we continue to
evaluate development pathways on behalf of our shareholders."
Annual Report and Accounts
The Annual Report and Accounts for the financial year ended 30 June 2025 will
be posted to shareholders shortly, with a Notice of Annual General Meeting
("AGM") to follow thereafter. Precise details will be advised in due course.
As in recent years, the presentation portion of the AGM will be held by
webinar to enable participation by all shareholders and investors. Copies of
the presentation will be available before the AGM on the Company's website at
www.pantheonresources.com
(https://url.avanan.click/v2/___http:/www.pantheonresources.com___.YXAzOnBhbnRoZW9uOmE6bzpkYWNhMWJkYzdkYTI3ZDJkN2MzZTA5ZGU1YzIyMWQ5ZTo2OjgzNGM6YTg1ZTJiZWMxYjBiZjA4YWMxMDc3MjRkMjVhODdlZDI2NWZjMmZhMDg3MjAzNjU5NTQ3M2Y5ZTI3ZmE0MTEyOTpwOlQ6Tg)
.
-ENDS-
Further information:
Pantheon Resources plc
David Hobbs, Chairman contact@pantheonresources.com (mailto:contact@pantheonresources.com)
Max Easley, Chief Executive Officer
Justin Hondris, SVP, Investor Relations
Canaccord Genuity Limited (Nominated Adviser, and Joint Broker)
Henry Fitzgerald-O'Connor +44 20 7523 8000
James Asensio
Charlie Hammond
Oak Securities (Joint Broker) +44 20 3973 3678
Jerry Keen
Nick Price
BlytheRay (Corporate Communications) +44 20 7138 3204
Tim Blythe
Megan Ray
Matthew Bowld
MZ Group (USA Investor Relations +1 949 259 4987
Contact)
Lucas Zimmerman
Ian Scargill
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.
About Pantheon Resources
Pantheon Resources plc is an AIM listed Oil & Gas company focused on
developing its 100% owned Ahpun and Kodiak fields located on State of
Alaska land on the North Slope, onshore USA. Independently certified best
estimate contingent recoverable resources attributable to these projects
currently total c. 1.6 billion barrels of ANS crude and 6.6 Tcf of associated
natural gas. The Company owns 100% working interest in c. 259,000 acres.
Pantheon's stated objective is to demonstrate sustainable market recognition
of a value of approximately $5 per barrel of recoverable resources by end
2028. This is based on bringing the Ahpun field forward to FID and producing
into the TAPS main oil line (ANS crude) by the end of 2028. The Gas Sales
Precedent Agreement signed with AGDC provides the potential for Pantheon's
natural gas to be produced into the proposed 807 mile pipeline from the North
Slope to Southcentral Alaska during 2029. Once the Company achieves financial self-sufficiency, it will apply the resultant cashflows to support the FID on the Kodiak field planned, subject to regulatory approvals, targeted by the end of 2028 or early 2029.
A major differentiator to other ANS projects is the close proximity to existing roads and pipelines which offers a significant competitive advantage to Pantheon, allowing for shorter development timeframes, materially lower infrastructure costs and the ability to support the development with a significantly lower pre-cashflow funding requirement than is typical in Alaska. Furthermore, the low CO2 content of the associated gas allows export into the planned natural gas pipeline from the North Slope to Southcentral Alaska without significant pre-treatment.
The Company's project portfolio has been endorsed by world renowned
experts. Netherland, Sewell & Associates estimate a 2C contingent
recoverable resource in the Kodiak project that total 1,208 mmbbl of ANS
crude and 5,396 bcf of natural gas. Cawley Gillespie &
Associates estimate 2C contingent recoverable resources for Ahpun's western
topset horizons at 282 mmbbl of ANS crude and 803 bcf of natural gas. Lee
Keeling & Associates estimated possible reserves and 2C contingent
recoverable resources of 79 mmbbl of ANS crude and 424 bcf natural gas.
For more information visit www.pantheonresources.com
(http://www.pantheonresources.com) .
PANTHEON RESOURCES PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS
YEAR ENDED 30 JUNE 2025
Page
Who We
Are
3
Directors, Secretary, and
Advisers
4
Strategic Report
Executive Chair's
Statement
6
Chief Executive Officer's Review
8
Key Performance
Indicators
10
Financial
Review
12
Key
Operational Risks and
Uncertainties
16
Corporate
Governance
20
Directors' Report
Board Member
Information
27
Directors' Reporting
Statements
29
Finance, Audit & Risk Committee
Report
33
Remuneration Committee
Report
34
CACAB Committee
Report
38
Section 172
Statement
39
Financial Statements
Independent auditor's
report
41
Consolidated Statement of Comprehensive
Income 49
Consolidated Statement of Changes in
Equity
50
Pantheon U.K. Entity Statements of Changes in
Equity 52
Consolidated Statement of Financial
Position
54
Pantheon U.K. Entity Statement of Financial
Position 56
Consolidated Statement of Cash
Flows
58
Pantheon U.K. Entity Statement of Cash
Flows 59
Notes to the Financial
Statements
60
Glossary
94
PANTHEON - WHO WE ARE
Pantheon Resources Plc. (AIM: PANR) (OTCQX: PTHRF) is an independent oil and
gas company, registered in England and Wales, having been incorporated under
the Companies Act with registered number 05385506 as a public company limited
by shares. Pantheon Resources Plc operates in the U.S.A. through subsidiary
companies (the "Controlled Entities"), details of which are set out in the
consolidated financial statements included in this report. As used in this
report, the terms "Pantheon", "Company", "Consolidated", and "Group" each mean
Pantheon Resources plc and its Controlled Entities. The term "Pantheon U.K.
Entity" means Pantheon Resources plc alone without the Controlled Entities.
The principal activity of the Company is the investment in oil and gas
exploration, appraisal, and development in Alaska. The company holds 100%
working interest in all of its projects, spanning across 258,000 acres on the
Alaska North Slope (ANS). Current activities are focused on developing the
Kodiak and Ahpun fields which are adjacent to each other and situated in a
unique geographic location adjoining the underutilized export and transport
infrastructure for Alaskan North Slope oil and gas activities.
Independently certified best estimate contingent recoverable resources
currently total c. 1.6 billion barrels of marketable liquids and 6.6 trillion
cubic feet of associated natural gas across the Company's properties. All
acreage is on state lands with supportive regulatory authorities and limited
federal regulatory approvals required for development and operations.
Netherland, Sewell & Associates completed an independent review of the
Kodiak field and provided best estimates of the oil, condensate, and NGL
contingent resources expected to be recovered, totaling 1.2 billion barrels.
This validation in the form of an Independent Expert Report ("IER") from a
respected independent petroleum property analysis company has instilled
further confidence in management's modelling of the resources.
Pantheon's near-term focus is to appraise and establish the commercial
potential of its Ahpun project. In Q2 2024, Pantheon received an IER from Lee
Keeling & Associates on the Ahpun Alkaid horizon, estimating 79 million
barrels of recoverable liquid resources. Later in Q2 2024, a report was
received from Cawley, Gillespie & Associates on the Ahpun western topsets,
estimating 282 million barrels of contingent recoverable resources of
marketable liquids.
PANTHEON RESOURCES PLC
DIRECTORS, SECRETARY, AND ADVISERS
FOR THE YEAR ENDED 30 JUNE 2025
Current Directors David Hobbs (Executive
Chair)
Max Easley (Director and Chief Executive Officer)((1))
Jeremy Brest (Independent Non-Executive Director)
Allegra Hosford Scheirer (Independent Non-Executive Director)
Linda Havard (Independent Non-Executive Director)
Marty Rutherford (Independent Non-Executive Director)((2))
(1) appointed 28 February 2025
(2) appointed 13 June 2025
Past Directors Jay Cheatham
((3))
(Serving In the Reporting Period) Bob Rosenthal ((4))
Justin Hondris ((5))
(3) Retired 12 December 2025
(4) Retired 13 June 2025
(5) Resigned 27 September 2024
Company Secretary Ben Harber
Registered Office c/- Arch Law
Floor 2
8 Bishopsgate
London EC2N 4BQ
Company Number 05385506
Auditors
Grant Thornton Ireland
13-18 City Quay, Dublin
UK Legal Counsel Bryan Cave Leighton
Paisner LLP
Governors House
5 Laurence Pountney Hill
London EC4R 0BR
Simmons & Simmons LLP
CityPoint
1 Ropemaker Street
London EC2Y 9SS
USA Legal Counsel Orrick, Herrington &
Sutcliffe LLP
401 Union Street - Suite 3300
Seattle, WA 98101
United States
Registrars
Computershare Investor Services plc
The Pavilions
Bridgwater Road
Bristol BS13 8AE
Principal Bankers Barclays Bank plc
Level 27, 1 Churchill Place
London E14 5HP
Nominated Adviser Canaccord Genuity Limited
& Broker
88 Wood Street,
London EC2V 7QR
Joint Broker OAK
Securities
17 Gordon Place
London, W8 4JD
Communications BlytheRay
Communications Ltd
& Public Relations 4-5 Castle Court,
London EC3V 9DL
MZ Group
27422 Alison Creek Road, Suite 250
Aliso Viejo, California 92656
United States of America
PANTHEON RESOURCES PLC
EXECUTIVE CHAIR'S STATEMENT
FOR THE YEAR ENDED 30 JUNE 2025
2025 has been a year of transition for Pantheon. I would like to thank my
fellow shareholders for their continued support, provide a recap of the
milestones achieved, and discuss where we are headed in the year to come.
Throughout 2025 we continued our work developing America's next great oilfield
on the Alaska North Slope with billions of barrels of resources, including
accelerated appraisal efforts, and new leadership and capital to lead us
forward.
As a reminder, Pantheon is leveraging distinct advantages with assets that are
100% located on state lands, adjacent to the Trans-Alaskan Pipeline (TAPS) and
Dalton Highway, reducing development timeframe and cost with no expected
environmental concerns. With a portfolio of high-impact oil projects spanning
a 100% working interest across 258,000 acres, we currently hold independently
certified best estimate contingent recoverable resources that currently total
c. 1.6 billion barrels of ANS crude and 6.6 Tcf of associated natural gas
across our properties. We continue to believe we are well positioned to
develop our high impact U.S. oil projects on the Alaska North Slope.
Evolving Leadership Team
Earlier this year, we appointed Max Easley as Chief Executive Officer,
bringing decades of appraisal and development experience in the oil and gas
industry from firms such as BP, Apache and PETRONAS, with specific experience
on Alaska's North Slope. His mandate is to assess the quality of the assets
with a view toward acceleration of development to maximize shareholder value.
We also welcomed Tralisa Maraj as Chief Financial Officer and Erich
Krumanocker as Chief Development Officer. Tralisa has successfully led our
Finance team and recent financings with her more than 25 years of experience,
including having previously been the CFO of two publicly listed companies.
Erich has brought with him over 25 years of global experience in driving
development, operations and project execution at scale across multiple
continents.
Finally, Marty Rutherford joined us as a member of the Board of Directors, and
we are benefiting from her more than 40 years of experience in policy roles,
particularly her time in the State of Alaska Department of Natural Resources
shepherding Alaska's vast resources.
I would also like to announce that, in line with the succession plans
announced in February 2025, Jay Cheatham, Non-Executive Director and the
Company's former Chief Executive Officer, formally retired at a meeting of the
board of directors on Friday, 12 December 2025. Jay joined the Board in 2008
and served as Chief Executive Officer until early 2025. Since stepping down
as CEO, he has continued to serve as a Non-Executive Director these past few
months.
The Board and I wish to express our sincere thanks to Jay for his long and
distinguished service to the Company and its shareholders. His leadership,
commitment and experience have played a central role in shaping the Company
over more than 17 years. The Board extends its very best wishes to him for the
future.
Development Strategy Update
In calendar year 4Q 2024, Pantheon drilled the Megrez-1 well from a pad
alongside the Dalton Highway. The purpose of the well is to test what was
believed to be high quality resources proximal to existing infrastructure,
consistent with our overall development strategy. Despite the early
promise based on logs and cores, production testing did not lead to flows of
oil during the testing period. This remains a potential opportunity for the
future as we continue to analyse what we have learned.
Following Megrez-1, a well named Dubhe-1 was planned and drilled in the Ahpun
Shelf Margin Deltaic B (SMD-B) reservoir in Ahpun. This is important because
Ahpun is the key enabler in our 2023 strategy, being located adjacent to key
infrastructure that is necessary for the most capital efficient development
and forward financing via free cash flow generation for Kodiak and other
discovered resources. The execution of Dubhe-1 represented a significant
improvement in operating efficiency with the new management team introducing
new approaches and vendors consistent with our intent to drive down costs and
improve performance. At the time of this report, the well is being
evaluated, with results to follow in due course.
As we actively appraise and assess our Ahpun resources, we are also
progressing Kodiak. Our Kodiak project covers approximately 170,000 acres,
partially underlying and immediately to the west of Ahpun. This is a
world-class project in an excellent location that will benefit from the
infrastructure nearby. The field consists of a giant basin floor fan and was
described by Wood Mackenzie in March 2023 as "the fourth biggest discovery
well globally in 2022" and largest onshore. They have subsequently listed it
as one of the top 20 oil discoveries of the 21st century. We firmly believe
that in any Ahpun outcome, Kodiak remains a world-class asset that can stand
on its own two feet and is the most valuable asset in our portfolio. It
positions Pantheon with the potential to deliver sustainable shareholder value
for decades to come. We will be communicating next steps for this
development in 2026.
Gas Monetization Strategy
Since entering into the Gas Sales Precedent Agreement ("GSPA") with 8 Star
Alaska in June 2024, Pantheon has supported the Alaska LNG Project through
provision of data and progressing its own programme to ensure availability of
gas for in-State consumption at a price not to exceed $1/mmBtu (adjusted for
inflation). During the course of the year, Alaska Gasline Development
Corporation ("AGDC") reduced its interest in 8 Star Alaska by 75%,
transferring control and budgetary responsibility to Glenfarne. Since that
time, Glenfarne has worked with both the federal and state administrations to
accelerate project execution plans.
Replacing the GSPA with a full termed take or pay contract, including the
embedded rights to helium and preferential access rights, remains a key
initiative to share the benefits of Pantheon's gas resources with Alaskan
consumers. In addition, Pantheon has been developing an overall gas
monetization strategy based on the likelihood of having larger gas resources
than required to serve non-export demand. The availability of low-cost gas
that does not require much processing or exotic metallurgy, for consumption
either on the North Slope, elsewhere in Alaska or in the Pacific basin,
appears to be attractive to a number of potential gas purchasers.
Funding Strategy
During the financial year, Pantheon raised a total of $64m through a
combination of issuance of equity ($29m) and 3-year convertible debt ($35m).
Additionally, it paid down its existing convertible bond, issued in December
2021, from $24.5m to $9.8m principle outstanding as at year end. At the time
of writing this report, this convertible bond is in the process of being
repaid in full in shares.
The Board set out a goal to minimize value dilution to the extent possible
when re-setting our strategy in 2023, recognizing that this is a
capital-intensive business. The gas monetization strategy initiated during the
first half of calendar year 2024 was and is expected to significantly
contribute to that sum.
The Company continues to actively manage its cash position and funding
requirements, and anticipates that any future capital needs will be met
through one or a combination of the following: (a) equity issuance (including,
if market conditions indicate a positive appetite, a possible US listing on a
major exchange), (b) project financing or other debt instruments, or (c) a
partial farm-down of its 100% working interest.
Governance and Outlook
We remain committed to strong governance and stakeholder engagement. Our AGM,
held in March 2025, reaffirmed support for our strategic direction, Board of
Directors, and leadership team. Looking ahead, we are focused on progressing
toward development-ready status, securing strategic partnerships, and
optimizing our capital structure. The fundamentals of our business, including
world-class assets, experienced leadership, and a clear path to value
creation, position us well for the future. I look forward to hearing from
you all at the upcoming AGM.
On Behalf of the Pantheon Board of Directors,
David Hobbs
Executive Chair
PANTHEON RESOURCES PLC
CHIEF EXECUTIVE OFFICER'S REPORT
FOR THE YEAR ENDED 30 JUNE 2025
Dear Shareholders,
As we reflect on the fiscal year ending 30 June 2025, I am pleased to share
the progress we have made in advancing our vision to unlock the full potential
of our Alaskan resource base.
Operational Milestones and Strategic Focus
Our focus remains on the North Slope of Alaska, where we hold a 100% working
interest in 258,000 acres adjacent to critical infrastructure. In 2025, we
made meaningful progress in advancing our key assets, Ahpun and Kodiak. These
developments are central to our strategy of monetizing multi-billion-barrel
resource potential through phased development and strategic partnerships.
There were two major operational activities in calendar 2025, the Megrez-1
Exploration well and the Dubhe-1 Appraisal well.
Megrez-1 Exploration Well
The Megrez-1 well was drilled to a total depth of 8,994 feet measured depth in
calendar 4Q 2024 to test the commerciality of Ahpun East Topsets of the Upper
Schrader Bluff formation. The well penetrated seven sandstone horizons with
apparently high oil saturations. Flow testing of three of the identified
horizons resulted in virtually no hydrocarbons, and the well was suspended
indefinitely pending further evaluation.
Flow testing of the well commenced in May 2025 with the intention of testing
six of the seven identified reservoir intervals. Ultimately, three of these
intervals were tested with virtually no hydrocarbons measured during testing.
The lack of mobile hydrocarbons is still being reviewed, but initial evidence
has indicated that immediately mobile oil has been displaced by formation
water, compounded by wettability complications inhibiting flow. Whilst this
well does not present a near term development priority or feature in Company
resource estimates, the amount of oil encountered not only in this well but
also the Dubhe-1 well described below in the same intervals presents a long
term opportunity for the future once permanent facilities are in place to
process the produced water enabling a long term and more comprehensive
evaluation.
Dubhe-1 Appraisal Well
The purpose of drilling the Dubhe-1 appraisal well was two-fold,
a. Test the commerciality of oil and NGL rates for an Ahpun field
development and gather sufficient information to enable facilities design
b. Confirm availability of associated gas resources to progress a fully
termed gas sales agreement with the Alaska Gas Line Project.
To accomplish these goals, a pilot well was drilled in calendar 3Q 2025 to a
measured depth of 12,833 feet, followed by a sidetrack horizontal well to a
total measured depth of 15,800 feet. The pilot hole confirmed an upside
565-foot vertical thickness in the primary reservoir (Shelf Margin Deltaic-B)
and also confirmed hydrocarbons in further intervals above and below the
target. This resulted in a management estimate increase in the Ahpun 2C
estimate of 228 million barrels of liquids.
The well was completed later in calendar 3Q 2025 with a full-scale hydraulic
fracture stimulation. The ten million pounds of sand required for this was
mobilized from Texas in calendar 2Q and the primary vendor selected was
mobilized from Alberta, Canada to perform the stimulation. The operation was
successfully conducted per plan and the well was prepared for production
operations. In line with all operations conducted during the past two
years, the Company has benefited from the additional experience brought to
bear and the team's efforts to break out of the conventional North Slope cost
model. Nowhere has this been better demonstrated than in the completion of the
Dubhe-1 lateral with 25 stimulation stages being completed in 8 days versus 28
days on the analogous Alkaid-2 lateral. The well was flow tested for two
months prior to being shut in for static reservoir testing with an intention
to restart further production testing in 2026. The results will be shared in
due course.
Building the Leadership Team
As mentioned by the Chairman above, the executive talent of the Company has
been progressively re-shaping to match the requirements for anticipated
development and production. Erich Krumanocker, the Chief Development
Officer, is a very accomplished individual with not only Alaska North Slope
operating roots, but a wealth of experience around the world developing and
producing reservoirs both onshore and offshore. Tralisa Maraj, the Chief
Financial Officer, was also brought into the Company in calendar 2025 to both
continue preparations for a possible U.S. listing, and also to build the
financial backbone for a rapidly growing and efficient oil and gas development
and production company.
In coming months, additional talent has been identified to join the Company to
accelerate the transition to development and production. I am looking
forward to leading this group into the future and continuing to build a
distinctive world class organization.
Financial Discipline and Market Engagement
Pantheon maintained a prudent financial posture throughout the calendar year,
balancing capital efficiency with targeted investment in high-impact
activities. Our capital raises during the calendar year were well-supported,
reflecting investor confidence in our strategy and asset base. We also
enhanced our market engagement, including investor presentations, technical
briefings, and multi-media demonstrations of our operations to ensure
transparency and alignment with shareholder expectations.
Final Thoughts
I would like to thank each and every one of our shareholders for their
feedback and support, which ultimately makes Pantheon's continued success
possible. We look forward to building on the results of this latest year and
materially advance the Company toward our strategic goals.
On a personal note, thank you to everyone for welcoming me to the Company in
2025.
Sincerely,
Max Easley
Chief Executive Officer
PANTHEON RESOURCES PLC
STRATEGIC REPORT - KEY PERFORMANCE INDICATORS
FOR THE YEAR ENDED 30 JUNE 2025
The Board and Executive Management monitor the Company's progress against its
Key Performance Indicators to assess performance and delivery against defined
strategic objectives.
Review of the Business and Key Performance Indicators
2024/2025 KPI Measurement 2024/2025 Performance
Ensure business adequately funded Fund raise where appropriate The Company issued a $35 million convertible bond ("2025 Convertible Bond") in
March 2025 shortly before the end of the financial year. During the financial
year the Company serviced the 2020 Convertible Bond quarterly repayments on
schedule. The Company proactively considers forward fundraising needs
through a combination of issuing equity, short term debt, farm-out
transactions and short term debt. Subsequent to year end, the Company
completed two equity fundraisings, which raised US$46.3m before costs.
Establishment of US head office Sourcing, establishment and staffing of US office. Pantheon maintained a head office in Houston, Texas, the energy capital of the
U.S.A. Since publication of last year's annual report, the Company has hired
a new Chief Executive Officer, Chief Development Officer and Chief Financial
Officer in the Houston HQ. In addition, several supporting and technical staff
were hired to support activities in the reporting period.
Ensure appropriate levels of governance Continue to implement and improve governance standards The Company continues to transition management from a focus on exploration to
development and production. In February 2025, Jay Cheatham stepped down as CEO
but remained a Director (although not considered independent by virtue of
having served as an executive within the previous three years). Max Easley was
appointed to the Board of Directors in February 2025 at the time of his
appointment to Chief Executive Officer. Bob Rosenthal retired from his
executive role and from the Board of Directors in June 2025. Marty Rutherford
was appointed as an additional independent Director in June 2025. Erich
Krumanocker was appointed Chief Development Officer in June 2025. Following
the reporting period, Tralisa Maraj was appointed Chief Financial Officer in
July 2025 and Jay Cheatham retired from the Board of Directors in December
2025.
At the time of publication of this report, Pantheon has 6 directors, 4 of
which are independent directors.
The Company has continued to prepare for a possible U.S. stock market listing
and as part of this has benefitted from 3rd party expert consultants assisting
in bringing Pantheon's governance and control systems up to U.S.
Sarbanes-Oxley standards. This effort has been strengthened through the
appointment of Ms. Maraj as Chief Financial Officer with her prior experience
her objective to significantly enhance governance and control processes across
the Company, to the standard required for a U.S. listed company. All of these
initiatives strengthen governance and controls.
Operational activity in Alaska Drilling / testing wells During the fiscal year, the Megrez-1 well was drilled and tested on the
Company's Ahpun East acreage, without recovering any material hydrocarbons.
Planning was also completed for the Ahpun Dubhe-1 horizontal test well, and
drilling and testing operations commenced subsequent to financial year end.
Third party expert validation of Alaskan assets Receipt of third-party expert reports During the reporting period ended June 2024, three IERs were completed on the
Company's projects, which all remain current:
1. Netherland Sewell & Associates published a report estimating a 2C
Contingent Resource of 1.2 billion barrels of marketable liquids (oil,
condensate, NGLs) and 5.4 trillion cubic feet (Tcf) of natural gas on the
Kodiak project.
2. Cawley & Gillespie & Associates published a report estimating a 2C
Contingent Resource of 282 million barrels of marketable liquids and 0.8
trillion cubic feet (Tcf) of natural gas on the Ahpun - Western Topset
project.
3. Lee Keeling & Associates published a report estimating a 2C Contingent
Resource of 79 million barrels of marketable liquids and 0.4 trillion cubic
feet (Tcf) of natural gas on the Ahpun - Alkaid project.
Consider farmout or project development options Progress towards farmout or project development The Company's understanding of the geological potential (and therefore
economic potential value) is unchanged. The Company has been actively
appraising its resources on a 100% basis with FID on the Ahpun project
targeted for 2H 2027, and FID on the Kodiak project targeted by 2029.
Alongside this, the Company continues to be actively engaged in discussions
with potential farm-in investors or partners, consistent with our overall
funding approach, particularly those that bring additional expertise or
capability.
Ensuring continued high-quality technical consultant relationships Establish and maintain relationships with industry experts and review The Company continues to refine appraisal efforts in consultation with
performance industry expertise for the Ahpun and Kodiak resources. This includes
petro-technical analysis and participation in industry conferences and events.
Continue to build and refine resource potential Estimated resource Resource estimates remained static through the reported period. Although
the Megrez-1 well encountered material volumes of hydrocarbons in stacked
reservoirs, the well testing did not generate sufficient confidence to justify
a 2C resource estimate for the Ahpun East project area.
Ensure close working relationship with the State of Alaska and regulators Monitor interaction with regulators paying interest to approvals processes, The Company worked closely with the State regulators and stakeholders
timelines, and other procedural issues throughout the year, including preparations and operations on the Megrez-1 and
Dubhe-1 wells and updates to the Plan of Exploration. The Company continues to
work with key stakeholders for the purposes of obtaining a connection into the
main pipeline and with respect to provision of natural gas into the proposed
Alaska LNG project.
The State of Alaska receives a royalty on all future oil and gas production on
Pantheon's projects.
PANTHEON RESOURCES PLC
STRATEGIC REPORT - FINANCIAL REVIEW
FOR THE YEAR ENDED 30 JUNE 2025
The following pages provide an overview of the significant financial items
arising in financial year ended 30 June 2025.
Results of Operations
The following table presents consolidated results of operations for the
financial years ended 30 June 2025 and 2024:
2025 *Restated 2024 $ Change % Change
Operating Loss for the Year (12,588,485) (8,767,508) (3,820,977) (44%)
Loss for the Year (after Taxation) (4,229,350) (13,367,832) 9,138,482 68%
Total Comprehensive Loss (5,019,534) (13,420,756) 8,401,222 63%
*refer to note 3 in the Consolidated Financial Statement for details.
Operating Loss
The Company reported a Loss after Taxation for the financial year ended 30
June 2025 of approximately $4.2 million (2024: $13.4 million). The loss was
primarily impacted by the following factors:
1. Administrative expenses of $11.4 million increased by $2.6 million
(29.7%) compared to financial year 2024, driven by higher headcount and IT
costs, initial expenditures associated with potential U.S. listing activities
and legal fees relating to the Kinder Morgan legal dispute, which was
successfully resolved during the financial year.
2. Share-based payments expense of $1.2 million. The Company's new
employee share ownership plan ("ESOP"), established in October 2024, comprises
a share award scheme (the "Share Award Scheme") for all employees and a
long-term incentive plan ("LTIP") for Executive Directors and certain other
officers of the Company. The expense was attributable to the grant of
restricted share units ("RSUs") and share options in October 2024 and March
2025, amounting to $1.1 million and $0.1 million, respectively.
3. Fair value gain on embedded derivative liability component of the
Convertible Bonds of $13 million (versus 2024 fair value loss of $0.3
million). The non-cash adjustment related to the embedded conversion options
within the SHK Convertible Bond of $12.6 million and Heights Convertible Bond
of $0.4 million.
4. One-off non-cash impact of $1.4 million as a result of the partial
early repayment of the Heights Convertible Bond.
5. Interest expense relating to the bonds of approximately $4.3 million
(2024: $4.9 million).
6. Interest income earned of approximately $1 million, an increase of 56%
over prior financial year, as result of the Company's investment of cash
during the financial year.
Liquidity and Going Concern
As of financial year end 30 June 2025 and 2024, the Company's cash and cash
equivalents were approximately $13.2 million and $7.9 million, respectively.
The Company does not expect to generate positive cash flow from operations
over the next twelve months.
During the financial year end 30 June 2025, the Company successfully raised
approximately $64.0 million (before costs) through a combination of a
Convertible Bond issuance and equity issuance. Proceeds were primarily used
for the Megrez-1 drilling programme, preparatory activities for the Dubhe 1
well, and general and administrative expenditures.
Subsequent to financial year-end, the Company raised a further $46.25 million
(before costs). These funds are being deployed to support execution of the
Dubhe-1 work programme and to meet ongoing corporate and administrative
requirements.
The Consolidated Financial Statements have been prepared on the going concern
basis, which contemplates the continuity of normal business activity and the
realization of assets and settlement of liabilities in the normal course of
business. In arriving at this position, the directors have taken into
consideration the following:
· The Company's financial position and forecasted cash flow for the
12 months from the date of approval of these Consolidated Financial
Statements. Based on current forecasts, the Company is expected to experience
a working capital deficiency during the second half of calendar year 2026 and
will therefore need to secure additional funding to meet operating
expenditures, general corporate costs, and other obligations as they fall due.
The magnitude and timing of any funding requirement will also depend on
the final results of the Dubhe 1 well and the consequent impact on the
Company's 2026 work programme;
· The ability of the Company to obtain funding through various
sources, including equity raised which the Company has been historically
successful in executing. When accessing additional capital, the
Company's objective is to do so, where practicable, in a manner that
minimizes shareholder dilution. The Company expects to continue to pursue a
range of funding initiatives, in order of preference: strategic farm-out
opportunities, equity issuance and third-party debt facilities, and,
when feasible, reserves-based lending;
· The Company, if necessary, could reduce costs in order to
minimize its working capital requirements; and
· The Directors have reasonable expectations that they will be able
to raise additional funding needed for the Company to continue to execute
against its milestones in the twelve months to date of the approval of the
Consolidated Financial Statements.
Should the Company not be able to achieve the matters set out above, there
is a significant uncertainty related to events or conditions that may cast
significant doubt on the Company's ability to continue as a going concern,
and, therefore, that it may be unable to realise its assets and discharge its
liabilities in the normal course of business.
Grant Thornton, the Company's Auditors has included a Material Uncertainty
Related to Going Concern section within its financial year audit report. Refer
to page 41 for that report.
Share based Payments
As at 30 June 2025, the Company has a total of 55,310,000 unvested and vested
stock options outstanding to acquire ordinary shares (2024: 45,635,000) and
RSUs of 12,469,933 unvested and vested (2024:nil).
The Company granted Restricted Share Unit ("RSU") awards to Company employees
in two award tranches in October 2024 and April 2025. The October 2024 grants
vest in three equal installments in April 2025, 2026, and 2027. The April 2025
grants vest in three equal installments in April 2026, 2027, and 2028.
On September 30 2024, the 4,803,921 outstanding warrants to acquire non-voting
convertible shares (convertible into ordinary fully paid shares on a 1:1
basis) all expired without being exercised. Additionally, on the same date,
4,825,000 share options expired without being exercised.
The total Share Option and Restricted Stock Units expense charge to the
Consolidated Statement of Comprehensive Income for the year ended 30 June 2025
was $1.2 million (2024: $Nil).
For additional details on Share-based payments refer to note 23 in the
Consolidated Financial Statements.
Taxation
The Company generated net operating losses for the financial year-end. As a
pre-revenue company, the Company has incurred recurring losses historically
and may continue to do so as it progresses the execution of its development
plans and works toward targeted commercial production. The Company has
estimated U.S. carry forward tax losses of $135.8 million as at 30 June 2025
(2024: $136.9 million). These tax losses will carry forward and, subject to
various limitations, may be used to offset future taxable income.
Share Capital
As at 30 June 2025, the total shares in issue were 1,142,998,513 (2024:
960,919,660). The increase is as result of equity fundraising, vested and
released incentive share awards, and repayments of convertible bonds completed
during the financial year. Refer to note 17 for details of movement during the
financial year.
Significant Balance Sheet Items
Exploration and Evaluation Assets
Exploration and Evaluation Assets increased by $43.8 million (15%) over prior
financial year. The increase was a result of the completed Megrez-1 well which
has been suspended pending future analysis and initial pre-drilling costs
related to the Dubhe-1 well.
Impairment
In accordance with International Accounting Standard 36- 'Impairment of
Assets' (IAS 36), exploration and evaluation assets are reviewed for
indicators of impairment. Should indicators of impairment be identified, an
impairment test is performed.
Management has reviewed these assets for indications of impairment, and
determined there are no indicators of impairment as at 30 June 2025.
Additional details are provided in note 15 (Exploration and evaluation assets)
to the Consolidated Financial Statements.
Plug and Abandonment
Following review, the Company's asset retirement obligation (2025: $8.4
million; 2024: $5.2 million), previously presented within Current Liabilities
in the financial year ended 2024, has been reclassified to Non-Current
Liabilities in financial years ended 2025 and 2024. This reclassification
reflects that the Company has no legal obligation or operational plan to
undertake plug and abandonment activities during the financial year ending
2026. The increase in plug and abandonment obligation cost of $3.2 million
(62%) over prior financial year was a result of future expected plug and
abandonment costs related to the Megrez-1 well and the potential for a site
rehabilitation obligations for the Megrez and Dubhe gravel pads.
Convertible Bonds
On 24 March 2025, the Company issued $35 million senior Convertible Bonds
due March 2028 (the "SHK Convertible Bond") to Sun Hung Kai & Co.
Limited and its affiliates, clients and funds.
Under IAS 32 - Financial Statements Presentation and IFRS 9 - Financial
Instruments, a convertible bond must be separated ("bifurcated") into a host
liability (the debt - a standard debt instrument with fixed coupon and
repayment) and the value of the embedded derivative. As a result, in regards
to the SHK Convertible Bond, the Company recognised at the financial year end,
a debt amount of $19.3 million and derivative liability of $4.1million
arising from the conversion feature of the bond, (specifically the embedded
conversion option whose value depends on the Company's share price and
includes a variable conversion ratio triggered by the issuer call). With
respect to the existing 2021 issued bond (the "Heights Convertible Bond"), the
Company recognised at financial year end, a debt amount of $9.0 million and
derivative liability of $0.3 million. For additional details on the SHK
convertible bond and Heights Convertible Bond refer to Note 16 of the
Company's Consolidated Financial Statements.
The principal outstanding as at the date of this report is $28.5 million (due
2028) for the SHK Convertible Bonds and $2.45 million for the Heights
Convertible Bond. The outstanding balance for Heights Convertible Bond was
settled in December 2025.
Prior year adjustments
Subsequent to the issuance of the Consolidated and Company financial
statements for the year ended 30 June 2024, the following prior period
adjustments and reclassification were identified.
· Great Bear Acquisition - A non-cash adjustment was identified in the
value of consideration of new fully paid ordinary shares, new fully paid
non-voting B-class shares and new warrants for the acquisition of 100% of the
share capital of Great Bear Petroleum Ventures I, LLC and Great Bear Petroleum
Ventures II, LLC. The adjustment resulted in $21.3 million to share premium
with a corresponding entry to retained losses. The acquisition was
originally accounted for in the financial year ended 30 June 2020.
· An adjustment for the increase in valuation of share options granted
in 2020, 2021, and 2022 was identified. The adjustment resulted in an increase
to share based payment reserve of $3.4 million and a corresponding increase to
retained losses.
· A reclass of asset retirement obligation from current to non- current
liabilities as noted above under Plug and Abandonment.
For details on these adjustments, refer to note 3 of the Consolidated
Financial Statements.
Risk Assessment
The Company's oil and gas activities are subject to a variety of risks - both
financial and operational that have the potential to materially affect the
financial performance of the Company - including, but not limited to, those
outlined under note 22. The following section expands on these risks to the
Company.
PANTHEON RESOURCES PLC
STRATEGIC REPORT - KEY OPERATIONAL RISKS AND UNCERTAINTIES
FOR THE YEAR ENDED 30 JUNE 2025
All companies in the oil and gas industry, operate in an environment subject
to inherent risks and uncertainties. The Board regularly considers the
principal risks to which the Company is exposed and monitors any agreed
mitigating actions.
A review of the potential risks and uncertainties which could impact the
Company identified its key risks at the end of 2025 as:
The Company is a pre-development company with no material revenue forecast
until 2028, at the earliest, and thus our future performance is uncertain.
Our ability to successfully drill and complete the wells identified for our
current strategy will depend on a variety of factors.
We are an early-stage development company with no material revenues or
reserves currently. To date we have drilled eight wells and completed six of
those wells. Companies in the early stages of operations face substantial
business risks and may suffer geological and financial uncertainty and, as a
result, significant losses. The nature of operating in an area which has
historically had little activity, is that in addition to the tremendous
opportunity, there is also significant uncertainty as a result of the lack of
historical data and uncertainties regarding the nature, scope, and results of
our future activities.
Our business strategy involves operating only in Alaska. Whilst the potential
value of the resources in Alaska are extremely large, the nature of its remote
location and arctic weather conditions means that operating in Alaska is
expensive and can be subject to seasonality in certain areas when compared to
other onshore areas. There can be no guarantee we will be successful in
implementing that strategy or in completing the development of the
infrastructure necessary to conduct our business as planned.
The Company requires substantial additional capital, which we may be unable to
raise on acceptable terms in the future, or at all, which may in turn limit
our ability to execute on our project plans.
Continued appraisal and development of the Company's projects requires access
to additional capital and the availability of such capital can never be
guaranteed. Our ability to raise the capital required to fund the various
phases of our development plan will depend on many factors, including:
· Our ability to further appraise our projects sufficiently to attract
investor interest;
· Our success in attracting potential third party strategic and
financial partners and investors to significantly fund our development goals;
· Market conditions, including commodity prices;
· The terms of any production-related arrangements that we may enter
into;
· The infrastructure available and developed near our properties; and
· The timing of state and federal approvals and/or concessions.
Whilst the Company is confident that the quality of its assets should enable
it to access additional capital, there can never be guarantees that such
capital will be available as and when required. To mitigate this risk the
Company continues to consider capital from various sources including equity,
non-equity sources, mezzanine debt, as well as industry transactions such as
farm outs. The receipt of three independent expert reports which estimate a
combined total of c.1.6 billion barrels of marketable liquids together with
c.6.6 Tcf of natural gas give the Company greater confidence that it will be
able to attract finance in the future. Additionally, initiatives such as the
Gas Sales Precedent Agreement executed with Alaska Gasline Development
Corporation provide potential for additional non equity funding.
There is no guarantee that the estimates of the Company's resources will be
recovered.
Even though the Company employs qualified and experienced technical personnel
and external consultants to support technical evaluations or provide
independent assessments, assumptions used to estimate hydrocarbon resources
may prove incorrect or inaccurate.
Additionally, actual future production, revenue, taxes, capex and opex could
affect the estimated quantity and value of estimated resources.
It is expected that the Contingent Resources will be progressively de-risked
through time via appraisal activity and ultimately be converted to proven
reserves as part of development projects.
The Company may be unable to meet its lease obligations.
In general, the Company's properties are held under oil and gas leases. The
terms of the leases often provide for yearly rental payments. Such yearly
rentals may vary lease by lease and whether the Company has commenced
activities in the property. If the Company defaults on its lease payments, its
leases may be automatically terminated. If the Company is unable to make these
payments and its leases are terminated, there could be a material adverse
effect on its business, financial condition and results of operations.
Managing the lease position is of material importance for the Company, and
management devote considerable time to lease management, planning and
consulting with the State of Alaska where required. Leases generally have a
10-year initial term, $10 per acre rentals and low royalties of between 12.5%
- 16.7% to the State of Alaska.
The Company may be unable to renew and/or extend its leases once they expire.
The Company's lease agreements are subject to termination following their
initial term, unless extended by production or being included in a unit.
Unitization recognises that the Company has established, to the State's
satisfaction, that the unit encompasses all or part of one or more potential
hydrocarbon accumulations. Exploration and/or production activities are
usually a prerequisite for unit formation. If the Company is unable to secure
unitization for some leases on a timely basis, it may lose its rights in these
properties when the initial term expires. In addition, given that it may not
be able to renew certain leases unless it begins exploration or production
activities within specific timeframes, the Company may be required to invest
significant funds at timetables not optimal to meet the
work requirements necessary to secure a unit. If the Company is unable
to extend its leases beyond their primary terms, there could be a material
adverse effect on its business, financial condition and results of operations.
To mitigate this risk, the Company has successfully applied for and been
granted the Talitha and Alkaid Units that contain much of the Ahpun project
and some of the Kodiak projects. Most of Pantheon's Kodiak project is now
covered by leases of c.5 years or more of remaining initial term.
Our operations require the Company to obtain licensing, planning permissions
and other consents.
The development of its current and future leases may be dependent upon the
receipt of planning permission from the appropriate local authorities, as well
as other necessary consents, such as environmental permits and regulatory
consents. Obtaining the necessary consents and approvals may be costly, and
they may not be granted, may be withdrawn or made subject to limitations and
conditions. Certain permits and consents may also become contentious in the
future, which may lead to these not being granted or withdrawn. The failure
to gain such permissions or gain such permissions on terms or at a cost
acceptable to the Company, may limit the Company in its ability to develop and
extract value from its leases and could have a material adverse effect on its
business, results of operations, financial conditions and prospects. To manage
the risk, the Company employs experienced and qualified personnel,
supplemented by consulting firms where appropriate, who have successfully
advised on or obtained licenses and permits in the past, and who maintain
working relationships with regulatory agencies.
Political conditions and government regulations could change and have a
material effect on the Company's results or operations.
Although political conditions in the Northern Slope Borough, the State of
Alaska and the United States federal government are generally stable, changes
may occur in their political, fiscal and/or legal systems, which might
adversely affect the Company's operations. The Company's strategy has been
formulated in the context of the current regulatory environment and probable
future changes to the regulatory regime. Although the Company believes that
its activities are currently carried out in accordance with all applicable
rules and regulations, no assurance can be given that new rules, laws and
regulations will not be enacted, or that existing or future rules and
regulations will not be applied in a manner which could serve to limit or
curtail exploration or development of the Company's business or have an
otherwise negative impact on its activities. Amendments to existing rules,
laws and regulations governing the Company's operations and activities, or
increases in or more stringent enforcement, implementation or interpretation
thereof, could have a material adverse impact on the Company's business,
results of operations and financial condition.
Future legal proceedings could adversely affect the Company's business,
results of operations or financial condition.
The Company may face legal proceedings that may result in the Company having
to pay material damages and/or other remedies. While the Company would assess
the merits of each legal proceeding and defend the Company accordingly, it may
be required to incur significant expenses or devote significant resources to
defend against such legal proceedings. In addition, legal proceedings are also
difficult to predict, which may force the Company into settlement arrangements
even in the absence of any culpability from its part. Furthermore, the
adverse publicity surrounding legal proceedings may negatively affect the
Company's relation with local communities, government and non-government
organizations, which could also impact the Company's activities. As a result,
legal proceedings could have a material adverse effect on the Company's
business, financial condition, results of operations and prospects. To manage
this risk the Company consults legal counsel when it faces potential legal
proceedings. The Board and management consult legal counsel when conducting
activities or entering into agreements that are viewed to have the potential
to give rise to material legal proceedings.
As previously reported, the Company has had two of its subsidiaries involved
in litigation in Texas, with the case styled Pantheon Oil & Gas LP and
Pantheon East Texas LLC v. Kinder Morgan Treating, LP, Cause No. 2021-41735,
in the 113th Judicial District Court of Harris County, Texas. Pantheon was
successful in this litigation, and the case is now closed.
Failure to manage relationships with local communities, environmental groups
and non-government organizations could adversely affect the Company's future
growth potential.
The activities of oil and gas companies often face scrutiny from the public
and receive negative publicity. Although the Company's operations are not
located in or near large communities, the Company's ability to further expand
its operation may be hindered by communities that may regard oil and gas
activities as detrimental to their environmental, economic or social
circumstances. Furthermore, oil and gas companies are also increasingly facing
scrutiny by environmental groups regarding the effect operations may have on
the animal life in the region. Negative reaction to its operations could
have a material adverse impact on the cost, profitability, ability to finance
or even the viability of an operation. Such events could give rise to
material reputational damage. These disputes are not always predictable and
may cause disruption to projects or operations. Failure to manage
relationships with local communities, environmental groups and
non-governmental organisations may adversely affect the Company's reputation,
as well as its ability to commence production projects in certain locations,
which could in turn affect its long-term prospects and the Company's business,
financial condition and results of operations. The Company's current leased
acreage is not in the immediate vicinity of any local community. To manage
this risk the Company ensures that it conducts operations in a legal and
responsible manner and complies with applicable rules and regulations.
Any change to government regulation/administrative practices may have a
negative impact on the Company's ability to operate and its future
profitability.
The business of oil and gas exploration and development is subject to
substantial regulation under federal, state, local laws relating to the
exploration for and the development of upgrading, marketing, pricing,
taxation, and transportation of oil and gas and related products and other
matters. Amendments to current laws and regulations governing operations and
activities of oil and gas exploration and development operations could have a
material adverse impact on the Company's business. In addition, there can be
no assurance that tax laws, royalty regulations and government incentive
programs related to the Company's oil and gas properties and the oil and gas
industry generally, will not be changed in a manner which may adversely affect
the Company's prospects and cause delays, inability to explore and develop, or
abandonment of these interests. Furthermore, permits, leases, licenses and
approvals are required from a variety of regulatory authorities at various
stages of exploration and development. There can be no assurance that the
various government permits, leases, licenses and approvals sought will be
granted in respect of the Company's activities or, if granted, will not be
cancelled, or will be renewed upon expiry. There also can be no assurance that
such permits, leases, licenses and approvals will not contain terms and
provisions which may adversely affect the Company's exploration and
development activities. If any of the forgoing were to occur, it could have a
material adverse effect on the Company's business, financial condition and
results of operations. To manage the risk, the Company employs experienced
personnel and contractors who have successfully obtained licenses and permits
in the past, and who maintain working relationships with regulatory agencies
and monitor changes that could impact the Company.
PANTHEON RESOURCES PLC
STRATEGIC REPORT - CORPORATE GOVERNANCE
FOR THE YEAR ENDED 30 JUNE 2025
Pantheon Resources Plc. is listed on the AIM Market of the London Stock
Exchange ("AIM") and as such is required to apply a recognised corporate
governance code. The Board has adopted the Quoted Companies Alliance Corporate
Governance Code (the "QCA Code"), which is designed for small to mid-sized
companies and which has been adopted by many AIM companies. During 2023, the
QCA published an updated corporate governance code (the "2023 QCA Code")
which applied to financial years beginning on or after 1 April 2024. The
Company undertook a review of compliance with the ten principles of the 2023
QCA Code and has considered the areas where compliance is appropriate for the
Company at this stage in its development.
The Board recognises the principles of the QCA Corporate Governance Code,
which focus on the medium to long term value for shareholders, without
stifling the entrepreneurial spirit in which small to medium sized companies
such as Pantheon have been created.
With respect to the financial year 2025, the Company discloses below how it
complies with the 10 principles of the 2023 QCA Code and specifically
identifies where it is out of compliance with the QCA Code and explains why
and what actions are intended to bring the Company into compliance in the
future. Similar information can be found on the Company's website under the
corporate governance section of the AIM Rule 26 disclosure.
QCA CODE 1 - Establish a purpose, strategy and business model which promotes
long-term value for shareholders.
Pantheon's purpose is to focus on hydrocarbon exploration, appraisal and
production, onshore U.S.A., in a region of low sovereign risk where its
specialist expertise lies, with a clear objective to deliver shareholder value
over the medium and long term. Pantheon has historically structured a lean
organization that is focused on maximizing the potential returns to
shareholders through carefully targeted exploration, appraisal and development
activities in established and highly prospective areas underpinned by detailed
geological analysis. Where appropriate, the Company will also consider
undertaking value accretive acquisitions or divestitures of assets following
careful analysis and, as appropriate, shareholder engagement.
The Executive Management proactively, discuss, inter alia, the strategic
direction, regulatory obligations and operational status of the Company, and
as a result any significant deviation or change, should such occur, is
highlighted to the Board of Directors promptly. Once per month, Independent
Directors attend the weekly executive call. The Board met six times during the
2025 financial year, including four in-person meetings for detailed board and
strategy sessions.
QCA CODE 2 - Promote a corporate culture that is based on ethical values and
behaviours.
The Company's corporate culture is defined by the Board of Directors and
communicated throughout the organisation by the Chief Executive Officer and
senior management. The Company upholds a culture founded on ethical values and
behaviours, ensuring that employees, consultants, and operational and
financial stakeholders are treated fairly and with respect. This corporate
culture and system of values guide and support the Company's purpose,
objectives, business model and strategy of the Company. The Board communicates
the desired corporate culture regularly with the CEO, and throughout the year
in their interactions with staff. The CEO further implements the culture
across the Company through regular weekly leadership team meetings, routine
engagement with all staff at the individual level, emails and presentations,
always advocating respectful dialogue with employees, consultants and other
stakeholders. At the date of this report, the board is comprised of three male
and three female members.
Reinforcing this culture, the Company has implemented a number of policies and
procedures to drive ethical values and behaviors to every aspect of the
business of the Company including a gift and entertainment policy,
whistleblower hotline, anti-bribery and anti-corruption policies, drug-free,
alcohol-free, and smoke-free workplace, travel and expense policy, and EEO and
nonharassment policies.
QCA CODE 3 - Seek to understand and meet shareholder needs and expectations.
The Board is committed to maintaining good communication and having dialogue
with private and institutional shareholders, as well as analysts. The
Company maintains an informative and regularly updated website at
www.pantheonresources.com (http://www.pantheonresources.com) through which
shareholders can obtain copies of the Company's annual reports, interim
reports, and other regulatory documents and regulatory news service releases.
The website includes copies of presentations made to shareholders and the
investment community, as well as providing key background information about
the Company and its projects.
The Company's progress on achieving its key targets are regularly communicated
to investors via regulatory news service. In accordance with stock exchange
regulations, the Company provides operational updates, publishes financial
results on a half yearly basis, information releases relating to matters of
material importance to the Company's business, and releases of a regulatory
nature.
The Company retains the services of two corporate communications firms which
actively engage with the press, investors, analysts, and, as appropriate, with
social media. The second of these firms was retained in October 2024 in order
to increase the profile to the U.S. investment community and to the U.S.
press. The Company also retains a Corporate Broker and Nominated Adviser
("NOMAD"), to ensure compliance with stock exchange regulations as well as to
ensure communications to shareholders are suitable for them to understand the
Company's operations and activities.
The Company regards the Annual General Meeting as an important opportunity to
communicate directly with shareholders via detailed presentations and in an
open question and answer session. Upon the conclusion of the AGM, the results
of the meeting are released through a regulatory news service, and a copy of
the announcement is posted on the Company's website. In a situation where
there is a significant number of votes cast against a resolution, then, where
relevant, an explanation would be provided.
Additionally, the Company also proactively hosts regular webinars which are
open to all shareholders and interested parties. The Company also undertakes
investor roadshows arranged through its broker, as and when appropriate, and
analyst meetings, as and when appropriate. Over the past year, the Company
considers that it has communicated with a significant portion of its
shareholder base and has a clear understanding of shareholder expectations.
The Chair, CEO, and CFO are together responsible for shareholder liaison and
serve as a listening board for shareholders. In all communications with
shareholders and the general market, the Company maintains strict compliance
with the requirements of the AIM Rules and Market Abuse Regulations. Contact
details are provided on the Company's website and within public documents,
should shareholders wish to communicate with the Company.
QCA CODE 4 - Taking into account wider stakeholder & social
responsibilities and their implications for long-term success.
Page 39 of this Annual Report provides a section 172 statement which discusses
how the Company considers the interests of shareholders and other relevant
stakeholders in its decision making. Additionally, under AIM Rule 26 the
Company publishes historical annual reports, notices of meetings, and other
publications, including regular operational news flow, over a minimum of the
five previous years which can be found under the 'Financial Reports' and other
sections of the Company website.
The Company recognizes that long-term success relies upon good relations with
a range of different stakeholder groups, and as such recognizes their
responsibilities to stakeholders including the State of Alaska, North Slope
Borough, staff, partners, suppliers, vendors and residents within the areas it
operates. Given the current size of the Company, stakeholders are able to
communicate directly with Executive Management and staff members, allowing the
Board to receive reports of such interactions and act appropriately on any
such feedback.
The Company is conscious of its impact on the geological, archeological,
cultural and biological resources in its operating environment, and has
implemented measures to ensure that each person working on our projects,
including company personnel, contractors and subcontractors, are informed of
the environmental, social and cultural concerns, as well as health and safety
measures that relate to that person's job, so that we can minimise any
negative impacts. For example, prior to any major field operation, the Company
holds a training session with the contracting crew assigned to the project to
relay the Company's policies related to cultural, environmental, and safety
conscious operations.
The Company seeks to conduct its activities in a way that keeps its
environmental and social impacts to a minimum. Pantheon intends for the field
facilities of Ahpun and Kodiak to minimize emissions to the extent possible
given the remote location. Furthermore, it will consult with State and local
communities on the North Slope of Alaska to minimize the development footprint
while seeking to maximize the economic benefits to the State of Alaska and
North Slope Borough. To minimise the physical footprint of the Company's
development activities, the Company plans to maximise the number of wells
drilled from each pad in order to minimise the number of pads and connecting
roads.
Stakeholders can contact the Company via the website or can contact the
Company's retained corporate communications advisers when required.
Additionally, the Company has a Whistleblower policy available on the Company
website where employees or stakeholders can raise concerns in confidence,
knowing there are processes in place to ensure such matters are carefully
considered and, where appropriate, actions can be taken.
QCA CODE 5 - Embedding effective risk management internal controls &
assurance activities considering both opportunities & threats, throughout
the organization.
The Company's approach to the management and identification of risk is set out
in the Key Operational Risks and Uncertainties section of the Strategic Report
starting on page 16.
The Company's primary risks center around the geological, operational and
engineering risk associated with drilling and testing wells, and the
implications of disappointing results, together with the financial costs of
drilling such wells. Prior to undertaking any major operational activities,
the Company carefully estimates costs (including contingency), which provides
an estimate of the financial risk associated with that particular activity.
The Company carefully assesses that risk and undertakes a formal approval
process for such expenditures, representing the maximum financial (cash) risk
associated with an activity, and these expenditures are approved prior to
committing to that expenditure. As part of its risk management process, the
Company also considers potential impacts on the broader asset position
resulting from the outcome of that activity.
Given the Company's current size, the Board considers that the Executive
Management team, with consultation and feedback from the Independent Directors
and relevant advisers, to be sufficient to identify risks applicable to the
Company and its operations and to implement an appropriate system of controls.
Accepting that no systems of control can provide absolute assurance against
material misstatement or loss, the Directors believe that the established
systems for internal control within the Company are appropriate to the size
and cost structure of the business. Furthermore, as part of its possible
listing on a senior US exchange, the Company is presently working in
conjunction with expert consultants to review the Company's internal control
system and to make improvements wherever required in order to bring these
control systems to the higher standards necessary for such a listing.
Additionally, the Company's Finance, Audit and Risk ("FAR") Committee meets at
least four times per year where these internal and financial controls are
discussed, inter alia, with budgets/forecasts and other key audit matters.
The FAR committee considers the independence of its external auditor to be a
critical tool in meeting this standard. The FAR committee annually considers
auditor independence as part of its mandate, and has determined that its
present auditor, Grant Thornton, is independent.
QCA CODE 6 - Establish and maintain a balanced and well-functioning board led
by the Chair.
As at the date of this report, the Board comprises four Independent Directors
and two non-Independent Directors, including the Chair. The independent
Company Secretary is a specialist in providing company secretarial and
corporate governance advisory services to AIM listed companies. The make-up of
the Company's Board of directors has kept pace with significant changes made
by the Company within the last few years with the introduction of new
experience and skill sets complementing those already on the Board. By this
means the Board is continuing to refresh and enhance its capability. The
current Board of directors covers a wide range of experience and skills.
Each of the directors on the Board, including both Independent and
non-Independent members, have considerable experience and all have
demonstrated skills and experience covering all facets of the business
sufficient to cover all of the requirements of the Board. The Board
presently contains experts in the fields of Petroleum Engineering, Energy
Strategy, Geology, Finance, Alaskan regulation, and debt and financial
structuring. As the Company continues to grow its business, the Nominations
Committee will maintain oversight of the Company's requirements to ensure that
the make-up of the Board is kept in line with the Company's needs and provides
the appropriate mix of experience, skills, personal qualities, and
capabilities appropriate to the task. Biographical details of the Directors
can be found on the 'About Pantheon' section of the Company's website and on
pages 27 and 28 of this report. The board meets formally at least four times
per year, with meetings usually running for a minimum of a full day. The board
met six times during the financial year, including four in-person meetings,
and each meeting was attended by all Directors (as appointed at the time of
the meeting).
Independent Directors dedicate a significant time commitment to the Company,
including attendance and preparation for a minimum of four board meetings per
year, preparation and attendance at relevant committee meetings which
typically meet +/- four times per year, and well as attendance at up to 1
monthly meeting and other work as and when required. The CEO is full time at
the Company and the Chair dedicates a minimum of 3 days per week to the
Company.
The QCA Code does not offer a definition of independence with respect to
Directors, so in forming a view on the independence of directors the Company
has sought guidance by reference to the guidelines outlined in the FCA's U.K.
Corporate Governance Code. For example, Director Jeremy Brest currently holds
share options granted to him under a previous incentive scheme. The Board
chose to implement a new incentive scheme, beginning in 2024, that excluded
non-executive Directors to maintain their independence and ensure that they
will challenge executives and ensure accountability. The Board exercises
discretion in making the determination of director independence which is kept
under review on an annual basis. Upon review, the Board determined that the
previously granted share options did not compromise the independence of
Director Jeremy Brest going forward. Currently, four of the six directors are
considered by the Board to be independent.
Consistent with the 2023 update to the code, commencing in AGM 2026, all
Directors will be subject to re-election annually.
QCA CODE 7 - Maintaining governance structures and processes.
Ultimate authority for all aspects of the Company's activities resides with
the Board. The respective responsibilities of the Chair, the various Board
Committees, and Executive Management arise as a result of delegation by the
Board. Given the constraints of balancing a small, cost-conscious Company with
a desire to maintain high standards of Corporate Governance, the Board has
adopted a number of initiatives to achieve Corporate Governance standards.
The Board engages in active, structured, and regular internal communication.
Once a month, all Board members join the regularly held weekly conference call
between Executive Management and the Company's NOMAD (Nominated Advisor to the
London Stock Exchange). A NOMAD has a responsibility to the London Stock
Exchange for advising and guiding a company on its responsibilities in
relation to its admission to AIM as well as its continuing regulatory
obligations of being a listed company. These calls provide an opportunity for
Board members to receive activity updates and participate in discussions with
the NOMAD. The Company often takes advantage of these group calls to provide
training and information presentations to the Board by outside advisors and
other experts.
These monthly calls are in addition to regular, formal Board meetings, at
least four times per year. Each member of Executive Management, particularly
the CEO, have designated, delegated roles and areas of responsibility and
engage with the Company's shareholders and stakeholders in accordance with
relevant regulatory and corporate governance guidelines. There are a number of
matters reserved for the Board's review and approval including Company
strategy, approval of major capital expenditure projects, approval of the
annual and interim results, fundraising, dividend policy and Board structure.
The Board monitors the exposure to key business and operational risks and
reviews the strategic direction of the Company and its operations.
The Board delegates day-to-day responsibility for managing the business to the
CEO and the rest of the Executive Management team. The Board considers its
current governance structures and processes appropriate in the context of its
current size, headcount and complexity, and is seeking to improve them further
as the Company prepares itself for a possible U.S. stock market listing and
has contracted expert advisors in support of its preparation for a potential
listing on a senior U.S. exchange. External legal counsel are engaged to
provide legal advice when required by the Executive Management team and by the
Board or Board committees. The external legal counsel also attends Board
meetings and delivers updates and training to the Board as a whole and to
individual Directors as and when required.
The Board has multiple committees to further ensure the Board's obligations
are met, as explained below:
Finance, Audit, and Risk Committee
The Finance, Audit and Risk ("FAR") Committee consists of Linda Havard as
Chair and Jeremy Brest as members. The third member is temporarily vacant
given succession from recently resigned Jay Cheatham and will be filled in
early 2026. This Committee provides a forum through which the Company's
finance functions and auditors report to the Board. Meetings may be attended
by invitation, by the Company's NOMAD, Board Secretary, other
directors/executives, and the Company's auditors. The FAR Committee meets at
least four times per year. For the financial year ended 30 June 2025, there
were four FAR Committee meetings which were attended by all members.
The purpose of the FAR Committee is to assist the Board of Directors (the
"Board") in:
1. Its oversight and monitoring of:
· The integrity of the Company's financial statements,
· The Company's compliance with legal and regulatory requirements,
· The independent auditor's qualifications, independence, and
performance; and
· The Company's internal accounting and financial controls.
2. Reviewing and monitoring the effectiveness of the Company's risk
management and internal controls.
3. Overseeing the internal audit (if applicable) and external audit
functions and make recommendations to the Board.
4. Providing the Board such additional information and materials as the
committee may deem necessary to make the Board aware of significant financial
matters that require the attention of the full Board.
5. Carrying out other oversight activities on behalf of the Board.
Remuneration Committee
The Remuneration Committee consists of Jeremy Brest as Chair, with Linda
Havard and Marty Rutherford as members. David Hobbs and Allegra Hosford
Scheirer also served as members of the committee during a portion of the
financial year. The Committee met four times during the year, attended by all
then current members. Its role is to determine the remuneration arrangements
and contracts of all Directors and senior management, and any grants or
adjustments under the Company's Employee Incentive Plan. With regard to the
remaining management and staff, the CEO recommends remuneration levels and the
Remuneration Committee approves these arrangements. No Director, however, is
involved in deciding matters of his or her own remuneration.
Nominations Committee
The Nominations Committee is chaired by David Hobbs, with all other Directors
being members. The Committee meets as and when required. All meetings were
attended by all members. Its role is to consider and oversee board
composition, recruitment, and succession planning. The committee also leads
any CEO recruitment process.
Conflicts, Anti-Corruption, and Anti-Bribery Committee (the "CACAB Committee")
At the June 2025 Board meeting, the Board merged the previously separate
Conflicts Committee and the Anti-Corruption and Bribery Committee into one
Conflicts Anti-Corruption and Anti-Bribery Committee. The CACAB Committee is
chaired by Allegra Hosford Scheirer and has Marty Rutherford and David Hobbs
as members. Prior to the merger of the committees, Jeremy Brest and Linda
Havard served on the Conflicts Committee and the Anti-Corruption and Bribery
Committee, respectively, for a portion of the financial year.
The CACAB Committee met once during the financial year which was attended by
all members. The role of the CACAB committee is to determine the company's
overall policies on handling conflicts of interest and breaches of ethical
standards, and the implementation of the Company's anti-corruption and
anti-bribery policies and procedures, including:
· Determine the process by which concerns regarding possible
corruption, bribery, or conflict of interest are reported, adjudicated, and
mitigated;
· Establish the role of the CACAB Committee in the investigation of
reports of possible corruption, bribery, or conflict of interest;
· Set out how a register of corruption, bribery, or conflict of
interest concerns and violations is maintained and shared with relevant
parties;
· Ensure that the Company's policies align with U.K. Bribery Act 2010,
U.S. Foreign Corrupt Practices Act 1977 ("FCPA"), and other applicable laws;
· Advise the Board on the potential for conflicts of interest to
materialise, or corruption or bribery concerns to arise, and consult with
Company executives on the management and mitigation of corruption, bribery, or
conflict of interest concerns; and
· Work with the internal audit function, if appropriate, to maintain
independent oversight and identifying unreported corruption, bribery, or
conflict of interest concerns.
QCA CODE 8 - Evaluate Board performance based on clear and relevant
objectives.
The Company regularly considers Board effectiveness and continues to build its
effectiveness and self-awareness through targeted appointments, including the
appointment of four independent Directors with expertise in four differing
areas; public corporate finance, project and debt finance, geology, and Alaska
government and regulation. The Board established a Nominations Committee for
these appointments to consider the needs of the Board. When making these
appointments, consideration is given to current Board composition and skill
sets, recent performance, and filling gaps and potential blind spots. Both the
FAR and CACAB Committees of the Board operate under clearly defined Charters
that require committee self-assessment and regular review of the committee
charter.
Additionally, the Board uses specialist recruiting firms for the appointment
of key executive positions, such as the CEO search conducted during the
financial year. Engaging outside expertise in such a search requires the Board
to participate in Company self-evaluation and assessment to ensure that the
appropriate skill sets, values, and personal attributes needed for Company
success are appropriately identified and acquired.
Further, as preparation for a possible US IPO, the Company has appointed top
tier advisors to advise it on general IPO readiness. Implicit in this analysis
is a clear-eyed evaluation of Company performance, governance, and existing
leadership.
The Board intends to implement a process of annual performance review and will
consider the use of external advisors periodically where appropriate. As the
Company continues to grow, the Board is reviewing the Board's performance and
effectiveness and is adding additional resources if/where appropriate.
Pantheon will continue to liaise with its advisors as to the most appropriate
composition and effectiveness of the Board and executive management team. The
Company intends to implement a formal self-assessment process of evaluation
during the calendar year 2026.
QCA CODE 9 - Establish a remuneration policy which is supportive of long-term
value creation and the Company's purpose, strategy, and culture.
The Remuneration Committee meets regularly to review and consider the
Company's remuneration arrangements, ensuring they effectively incentivise the
executive management team while supporting the long-term enhancement of
shareholder value. The compensation framework for the executive team has been
designed to be clear, transparent, and straightforward and aligned to the
Company's purpose, strategy and culture, given its stage of development.
Further details are provided in the Remuneration Committee Report beginning on
page 34.
The Company recognizes the QCA Code's requirement to establish a formal
Remuneration Policy and for the annual Remuneration Report to be approved by
an advisory shareholder vote. However, given the current preparations for a
potential listing on a senior US exchange, the Company believes it is
premature to fulfil this requirement at this time. If a US listing does not
occur, the Company intends to be prepared to fulfil the QCA requirement at the
2027 AGM.
QCA CODE 10 - Communicate on company governance and performance by maintaining
dialogue with shareholders and other key stakeholders.
The Board maintains a healthy dialogue between its stakeholders, advisors, and
its shareholders, including on matters of governance. The Chair and CEO are
primarily responsible for communicating with shareholders. Please refer to
extensive reporting of shareholder and stakeholder engagement comments under
QCA Code 3 and Code 4, above.
PANTHEON RESOURCES PLC
DIRECTORS' REPORT - BOARD MEMBER INFORMATION
FOR THE YEAR ENDED 30 JUNE 2025
Biographical details of the current Directors of the Company can be found on
the 'About Pantheon' section of the Company's website, at weblink
https://pantheonresources.com/index.php/about-us/board
(https://pantheonresources.com/index.php/about-us/board) . Additional
details now follow:
David Hobbs, Executive Chair
David Hobbs graduated as a Petroleum Engineer from Imperial College in 1984,
initially working at British Gas as a drilling engineer before moving into
commercial and business development roles at Monument Oil & Gas and Hardy
Oil and Gas, two U.K. listed international independent E&P companies. He
joined Cambridge Energy Research Associates ("CERA"), now part of S&P
Global, ending up as Chief Energy Strategist, advising Government officials,
senior executives and Boards of Directors across the energy sector. He also
spent six years as part of the leadership team establishing the King Abdullah
Petroleum Studies and Research Center ("KAPSARC") in Riyadh, Saudi Arabia.
David is an adjunct professor at the University of Calgary, a senior
Non-Resident Fellow at the Atlantic Council's Global Energy Center and is
Chair of Proton Green, a U.S. based helium, food grade CO2 and carbon
sequestration company.
David is Chair of the Nominations Committee, and a member of the Conflicts
Anti-Corruption & Anti-Bribery Committee.
Max Easley, Director and Chief Executive Officer
A native-born Alaskan, Max Easley has over thirty years of experience as an
energy executive, balanced between domestic and international experience in
the upstream industry. Over the course of his career, Max has held executive
roles at BP, Apache Corporation, and PETRONAS. Max has considerable technical
and financial leadership skills that have yielded material value growth and
differentiated competitive results everywhere he has been.
Max graduated from the University of Alaska in 1991 with a degree in Petroleum
Engineering. Following his early days as an engineer on the North Slope of
Alaska, he moved to the North Sea where he held a variety of operating and
financial leadership roles. Following his subsequent time as CFO of BP
Trinidad and Tobago, he returned to BP Alaska as SVP of Resource Management.
Max joined Apache Corporation in 2016, became President of their Permian
business in Midland Texas, and then SVP of Global Production in Houston. Max
joined PETRONAS in 2022 as COO of their unconventional Montney gas business.
Over the past decade, Max has become a recognized industry leader in the
capital efficient appraisal, development and operations of unconventional
assets in North America.
Max is a member of the Nominations Committee.
Jeremy Brest, Independent Non-Executive Director
Jeremy has more than 25 years' experience in investment banking and financial
advisory. Jeremy is the founder of Framework Capital Solutions, a boutique
Singapore-based advisory firm specializing in structuring and execution of
private transactions. Prior to founding Framework, Jeremy was the head of
structuring for Indonesia at Credit Suisse and a derivatives trader at Goldman
Sachs.
Jeremy is Chair of the Remuneration Committee, and a member of the Finance,
Audit and Risk Committee and the Nominations Committee.
Linda Havard, Independent Non-Executive Director
Linda Havard 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 and a member of the
Remuneration and Nominations Committees.
Allegra Hosford Scheirer, Independent Non-Executive Director
Allegra Hosford Scheirer is a recognized expert in petroleum system analysis.
Her degrees are from Brown University (B.S., geology-physics/math) and the
Massachusetts Institute of Technology (Ph.D., marine geology and geophysics).
Following a postdoctoral position at Woods Hole Oceanographic Institution, she
spent 6.5 years at the U.S. Geological Survey as a member of the Geophysical
Unit of Menlo Park and the Energy Resources Program, where she contributed to
petroleum resource assessments of sedimentary basins. For the past 15 years,
she has been a co-director of the Basin Processes and Subsurface Modelling
consortium at Stanford University, where she also teaches and advises graduate
students. She also maintains a consulting company for working with private
clients on exploration programs, short courses, and petroleum-focused field
trips. Allegra is passionate about sustainability initiatives, including
carbon capture and storage and geologic hydrogen.
Allegra is Chair of the Conflicts, Anti-Corruption & Anti-Bribery
Committee and a member of the Nominations Committee.
Marty Rutherford, Independent Non-Executive Director
Marty is a fifth-generation Alaskan with a distinguished career in public
service and natural resource management. Marty served as Deputy Commissioner
of the Alaska Department of Community and Regional Affairs prior to
transitioning to the Department of Natural Resources (DNR), where she was
appointed Deputy Commissioner overseeing oil and gas, mining, water, and
parks, and later led Alaska's gas line and energy policy efforts. After a
period in the private sector with Linc Energy, she returned to the DNR where
she served as Deputy Commissioner and acting Commissioner multiple times until
her retirement in 2016. Marty later served as a Trustee of the Alaska
Permanent Fund.
Marty is a member of the Remuneration Committee, Anti-Bribery,
Anti-Corruption and Conflicts Committee and Nominations Committees.
PANTHEON RESOURCES PLC
DIRECTORS' REPORT - REPORTING STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
The Directors present their report together with the audited Consolidated
Financial Statements of Pantheon Resources plc and its subsidiary undertakings
("Consolidated" or the "Company") for the year ended 30 June 2025.
Directors
The Directors who served at any time during the financial year were as
follows:
Name Role (change during the financial year noted)
David Hobbs Executive Chair
Max Easley Chief Executive Officer (appointed 28 February 2025)
Jeremy Brest Independent Director
Linda Havard Independent Director
Allegra Hosford Scheirer Independent Director
Marty Rutherford Independent Director (appointed 13 June 2025)
John Cheatham Director (previously Chief Executive Officer) (retired 12 December 2025)
Robert Rosenthal Technical Director (retired 13 June 2025)
Justin Hondris Director, Finance & Corporate Development (resigned 27 September 2024)
Directors' interests
The beneficial and non-beneficial interests in the Company's shares held by
the Directors and their families at the beginning and end of the financial
year (or as of their departure from the Board, as noted):
Name Number of Ordinary shares of £0.01 Number of Ordinary shares of £0.01
30-Jun-24
30-Jun-25
David Hobbs 3,697,684 4,110,992
Max Easley Nil Nil
Jeremy Brest 2,322,608 3,739,679
Linda Havard Nil 118,559
Allegra Hosford Scheirer Nil 58,119
Marty Rutherford Nil Nil
John Cheatham 4,235,346 4,529,463
Robert Rosenthal 1,867,821 2,096,190((1))
Justin Hondris ((3)) 1,844,753 2,073,122((2))
((1) ) Amount shown as at Robert Rosenthal's retirement
from the Board.
((2) ) Amount shown as at Justin Hondris' resignation
from the Board.
((3) ) Some of these ordinary shares are beneficially
owned by the spouse of Justin Hondris.
Directors Remuneration Report
The Directors' remuneration information is shown in the Remuneration Committee
Report beginning at page 34.
Company structure and changes in share capital
Details of the Company structure and the Company's share capital during the
period are set out in Note 17 to the Consolidated Financial Statements.
Business review and future developments
A review of the business and the future developments of the Company is
presented in the Chair's Statement, Chief Executive Officer's Statement, and
the Strategic Report (including the Financial Report and Governance Report),
all of which are incorporated by reference into this Directors' Report.
Going Concern
As part of the year-end reporting process, management prepared a going concern
assessment which outlined their assessment of the Company's current position.
The Board reviewed the assumptions and conclusions presented by management in
the assessment and approved the preparation of the Consolidated Financial
Statements on a going concern basis. Further details regarding the going
concern assessment are provided in Note 2 of the Consolidated Financial
Statements
Results and Dividends
A review on the operations of the Company and an indication of likely future
developments of the business are included in the Strategic Report. The
Company results for the financial year ended 30 June 2025 are set out herein
beginning on page 49. The Directors do not recommend any distribution by way
of a dividend for the financial year ended 30 June 2025.
Post balance sheet events
Details of subsequent events are included in Note 31 of the Consolidated
Financial Statements. These had no impact on the Consolidated Financial
Statement for the year ended 30 June 2025.
Principal risks and uncertainties
Information relating to the principal risks and uncertainties facing the
Company is set out in the Strategic Report and Note 22 of the Consolidated
Financial Statements.
Related party transactions
Significant Related party transactions are disclosed in Note 30 of the
Consolidated Financial Statements.
Financial instruments
For the period under review, the Company held no financial instruments outside
of cash and receivables.
Financial risk management policies are disclosed in Note 22 of the
Consolidated Financial Statements.
Political and charitable contributions
The Company made no charitable donations and no political donations during the
financial year.
Key performance indicators "KPIs"
See page 10 for more details.
Substantial shareholders
The Company has been notified, in accordance with Chapter 5 of the FCA
Disclosure and Transparency Rules, of the under noted interests in its
ordinary shares as at 24 December 2025:
Shareholder Ordinary Shares % of Ordinary Shares
Vidacos Nominees Limited 152,517,843 11.31
Vidacos Nominees Limited 111,231,735 8.25
Interactive Brokers LLC 90,344,116 6.70
Lynchwood Nominees Limited 83,171,026 6.17
UBS Private Banking Nominees Ltd 68,086,328 5.05
Hargreaves Lansdown (Nominees) Limited 55,669,182 4.13
Information to shareholders - website
The Company maintains its own website (www.pantheonresources.com) to
facilitate provision of information to external stakeholders and potential
investors and to comply with Rule 26 of the AIM Rules for Companies.
Qualifying indemnity provisions
The Company has entered into separate indemnity deeds with each director and
each member of executive management team containing qualifying indemnity
provisions, as defined at section 236 of the Companies Act 2006, under which
the Company has agreed to indemnify them in respect of certain liabilities
which may attach as a member of executive management , director, or as a
former member of executive manager or Director of the Company. At the date of
this Directors Report, indemnity deeds containing qualifying indemnity
provisions are in force for all of the Company's Directors and members of
executive management.
Directors and Officers insurance
The Company maintained directors' and officers' liability insurance cover
throughout the period. The Directors are also able to obtain independent legal
advice at the expense of the Company, as necessary, in their capacity as
Directors.
Employees
The Company had 16 employees at the financial year end, two of whom are
Directors. The Company seeks to employ people on the basis of merit and
ability to perform the required roles. The Company does not discriminate on
any grounds including race, gender, religion, age, nationality or sexual
orientation.
Statement of Directors' responsibilities in respect of the Strategic Report,
the Directors' Report and the Financial Statements
The Directors who were members of the Board at the time of approving the
Strategic Report, Directors' Report and Consolidated Financial Statements are
listed in the Board of Directors Information section.
The Directors are responsible for preparing the Strategic Report, the
Directors' Report, and the financial statements in accordance with applicable
laws and regulations. Under that law, the Directors have elected to prepare
the Company and Pantheon U.K. Entity's financial statements in accordance with
U.K.-adopted international accounting standards which requires the Directors
to prepare financial statements for each financial period which give a true
and fair view of the state of affairs of the Company and Pantheon U.K. Entity,
and of the profit or loss of the Company for that period. In preparing those
financial statements, the Directors are required to:
a) Select suitable accounting policies and then apply them consistently;
b) Make judgements and estimates that are reasonable and prudent;
c) Prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Company will continue in business; and
d) State whether applicable U.K. adopted International Accounting Standards
have been followed, subject to any material departures disclosed and explained
in the financial statements.
The Directors confirm that the financial statements comply with the above
requirements.
The Directors are responsible for keeping adequate accounting records which
disclose with reasonable accuracy at any time the financial position of the
Company and Pantheon U.K. Entity and to enable them to ensure that the
financial statements comply with the Companies Act 2006. The Directors are
also responsible for safeguarding the assets of the Company and hence for
taking steps for the prevention and detection of fraud and other
irregularities. The Directors are responsible for the maintenance and
integrity of the corporate and financial information included on the Company's
website. The Company is compliant with AIM Rule 26 regarding the Company's
website.
Statement of disclosure to the auditors
So far as the Directors are aware:
a) There is no relevant audit information of which the Company's auditors
are unaware; and
b) All the Directors have taken all the steps that they ought to have taken to
make themselves aware of any relevant audit information and to establish that
the auditors are aware of that information.
PANTHEON RESOURCES PLC
DIRECTORS' REPORT - FINANCE, AUDIT, AND RISK COMMITTEE REPORT
FOR THE YEAR ENDED 30 JUNE 2025
I am pleased to present the report of the Finance, Audit & Risk Committee
(FAR) for the financial year ended 30 June 2025. This report provides
stakeholders an overview of the committee's activities during the financial
year, as well as key matters considered subsequent to the year end.
The Finance, Audit and Risk Committee is a standing committee of the Board
that supports the Board in overseeing the integrity of the Company's financial
statements, compliance with legal and regulatory requirements, the
independence and performance of the external auditor, and the effectiveness of
internal accounting and financial controls. The Committee reviews and monitors
the Company's risk management and internal control systems, oversees internal
(where applicable) and external audit functions, and provides the Board with
information on significant financial matters requiring its attention. It also
undertakes any additional oversight activities delegated by the Board. The
Committee met four times during the financial year.
The Committee's responsibilities are limited to oversight. The Company's
management is responsible for establishing and maintaining accounting policies
and procedures in accordance with relevant generally accepted accounting
principles ("GAAP"), International Financial Reporting Standards ("IFRS") and
other applicable reporting and disclosure standards and for preparing the
Company's financial statements.
The Company's independent auditors are responsible for auditing and reviewing
those financial statements. Each member of the Committee is entitled to rely
on the integrity of those persons within the Company and from the
professionals and experts from which the Committee receives information and,
absent actual knowledge to the contrary, the accuracy of the financial and
other information provided to the Committee by such persons, professionals or
experts.
Key matters considered by the Committee during the financial year and since
the year end:
· Appointing Grant Thornton Ireland as new Auditors effective for the
financial year ended 30 June 2025.
· Appointing advisors to assist and support the Company in its U.S.
listing initiatives and activities.
· Reviewing and approving an updated Delegations of Authority Policy
and recommending it to the Board where it was approved.
· Reviewing the financial reporting judgements and key accounting
estimates related to the Company's half and full-year results.
· Reviewing and updating the FAR Committee Charter and recommending it
to the Board where it was approved.
_______________________
Linda Havard
FAR Committee Chair
PANTHEON RESOURCES PLC
DIRECTORS' REPORT - REMUNERATION COMMITTEE REPORT
FOR THE YEAR ENDED 30 JUNE 2025
I am pleased to present the report of the Remuneration Committee (the
"RemCom") for the financial year ended 30 June 2025. In the financial year the
RemCom undertook the following actions:
In October 2024 the Company implemented an Employees' Share Scheme called the
Omnibus Employee Incentive Program (the "Incentive Program") which replaced
all previous share schemes. The Incentive Program was previously developed by
the RemCom and approved by the Board. The Incentive Program includes a
service-based "share award scheme" ("Restricted Stock Units" or "RSUs") and
performance-based and service-based "share option schemes" of share options
for directors and certain senior management. Grants of both share options and
RSUs were granted to directors, executive management and other staff during
the period.
In the financial year, as part of the Incentive Program, the Company began an
annual award of RSUs to all employees of the Company, including Directors
serving as executives, of either 25% or 33% of their total base compensation,
vesting over three years.
The share-options awarded in the financial year were designed to align with
shareholder interests by ensuring that the share option awards were subject to
challenging performance conditions and had exercise prices that far exceed the
share price at the time of the award.
The Incentive Program establishes two limits on the number of incentive share
awards, in the form of either RSUs or share-options, that the Company can
award over any 10-year period. First, the Company shall not award an aggregate
number of shares over the previous 10 years, including those awarded on an
"All-Employee Basis", that exceeds 10% of all outstanding shares. Also, the
Company shall not award an aggregate number of shares over the previous 10
years, excluding those awarded on an "All-Employee Basis", that exceeds 5% of
all outstanding shares. Following review of the record, the RemCom's
determined, and the Board ratified, that the share-options awarded by the
Company in 2020-2022 were made on an "All-Employee Basis". It is also
determined that the annual RSU award scheme is made on an "All-Employee
Basis".
The RemCom participated in the recruitment of the new CEO, CFO, and CDO. As
PDMRs (Persons Discharging Managerial Responsibility), the RemCom established
the respective compensation packages, including salary and incentive awards.
The various compensation packages were determined based on significant
evaluation of industry comparisons and consultation with executive search
consultants.
The RemCom recognizes the QCA Code's requirement to establish a formal
Remuneration Policy and for the annual Remuneration Report to be approved by
an advisory shareholder vote. However, given the possible listing on a senior
U.S. exchange, the RemCom has recommended that it is premature to fulfil this
requirement at this time. If a U.S. listing does not come about, the RemCom
intends to be prepared to fulfil the QCA requirement in time for the 2027 AGM.
Report on Directors' remuneration and service contracts
The service contracts of all the Directors are subject to a three-month
termination period.
Directors' Remuneration Report
The remuneration provided to each Director is shown in the tables that follow:
Directors' Salary/Fee, Pension, Health Insurance Compensation ((7))
Director Fees/basic salary Pension Contributions Health Insurance 2025 Total 2024 Total
($) ($) ($)
($) ($)
D Hobbs ((1)) 240,844 37,308 278,152 269,544
M Easley ((2)) 196,025 12,624 208,649 0
J Brest 85,688 85,688 41,481
L Havard 85,688 85,688 20,741
A Hosford Scheirer 85,688 85,688 41,481
M Rutherford((3)) 3,625 3,625 0
J Cheatham ((4)) 435,432 569 436,001 433,370
R Rosenthal((5)) 416,042 545 416,587 395,205
J Hondris ((6)) 111,328 5,566 1,792 118,686 469,105
Total 1,660,360 5,566 52,838 1,718,764 1,670,927
1. D Hobbs contract covers 3 days per week
2. Appointed 28 February 2025
3. Appointed 13 June 2025
4. Retired 12 December 2025
5. Retired 13 June 2025
6. Resigned 27 September 2024
7. Amounts reflect remuneration while a Director
Directors' Share Options
The Directors held the following share options of Ordinary shares of £0.01,
at the beginning and end of the financial year (or as of their departure from
the Board, as noted):
Director((1)) Vested As at 30 June 2024((2)) Expired during the year((3)) Granted during the year((4)) Exercised during the year As at 30 June 2025
David Hobbs - - 5,000,000 - 5,000,000
Max Easley - - 5,000,000 - 5,000,000
Jeremy Brest 1,500,000 - - - 1,500,000
Linda Havard - - - - -
Allegra Hosford Scheirer - - - - -
Marty Rutherford - - - - -
John Cheatham 10,060,000 (3,085,000) 1,500,000 - 8,475,000
Robert Rosenthal 6,075,000 - 1,500,000 - 7,575,000((5))
Justin Hondris 8,340,000 -((6)) -((7)) - 8,340,000((8))
1. Directors who served during the financial year.
2. Comprising a combination of previously vested share options granted in
2014, 2020, 2021 and 2022.
3. During the financial year, in October 2024, a total of 4.825m share
options expired without exercise.
4. Subsequent to year end, 2,500,000 share options were granted to certain
senior employees under the ESOP. These share options have an exercise price of
$0.40, vest over 4 years subject to continued employment and are subject to a
number of performance milestones.
5. This figure represents the share options held by Robert Rosenthal when
he retired from the Board.
6. Justin Hondris had 1,365,000 share options expire on 30 September 2024,
after he resigned from the Board.
7. Justin Hondris received 1,500,000 share options in October 2024 after
he resigned from the Board.
8. This figure represents the share options held by Justin Hondris when he
resigned from the Board.
Directors' Share Restricted Stock Units
The Directors(1) held the following RSUs, at the beginning and end of the year
(or as of their departure from the Board, as noted):
Director((1)) As at 30 June 2024 Granted during the year Vested during the year As at 30 June 2025
David Hobbs - 686,471 (181,013) 505,458
Max Easley - 728,699 728,699
Jeremy Brest - - - -
Linda Havard - - - -
Allegra Hosford Scheirer - - - -
Marty Rutherford - - - -
John Cheatham - 1,220,825 (323,272) 897,553
Robert Rosenthal ((2)) - 1,204,759 (317,917) 886,842
Justin Hondris ((3)) - - - -
1. Directors who served during the financial year.
2. Robert Rosenthal figures reported as of his retirement from the Board
on 13 June 2025.
3. Justin Hondris figures reported as of his resignation from the Board on
27 September 2024.
__________________________
Jeremy Brest
Remunerations Committee Chair
PANTHEON RESOURCES PLC
DIRECTORS' REPORT - CACAB COMMITTEE REPORT
FOR THE YEAR ENDED 30 JUNE 2025
The Conflicts, Anti-Corruption, Anti-Bribery ("CACAB") Committee was formed at
the June 2025 Board meeting, just at the end of the financial year. The
decision to merge the former Conflicts Committee and Anti-Corruption and
Bribery Committee was premised on the view that by bringing together the
overlapping purposes of the two committees it would provide the Board a more
focused interaction with the new Executive Management team as they expanded
and upgraded the governance policies and controls of the Company in the areas
of Conflicts, Anti-Bribery and Anti-Corruption. The Board recognized that
while the two-committee approach served the Company well as it moved through
its previous activities, in a success case, the potential dramatic increase in
activity and transactions would require an accelerated effort in these
critical areas of governance. Successful initiatives since the end of the
financial year have reinforced the decision to merge the committees and I look
forward to the progress the Committee will have in the coming years.
__________________________
Allegra Hosford Scheirer, PhD
CACAB Committee Chair
PANTHEON RESOURCES PLC
DIRECTORS' REPORT - SECTION 172 STATEMENT
FOR THE YEAR ENDED 30 JUNE 2025
The Section 172 (1) of the Companies Act obliges the Directors to promote the
success of the Company for the benefit of the Company's members as a whole.
The section specifies that the Directors must act in good faith when promoting
the success of the Company and in doing so have regard (amongst other things)
to:
a. The likely consequences of any decision in the long-term,
b. The interests of the Company's employees,
c. The need to foster the Company's business relationship
with suppliers, customers and others,
d. The impact of the Company's operations on the
community and environment,
e. The desirability of the Company maintaining a
reputation for high standards of business conduct, and
f. The need to act fairly between members of the
Company.
The Board of Directors is collectively responsible for the decisions made
towards the long-term success of the Company and the way in which the
strategic, operational and risk management decisions have been implemented
throughout the business.
Stakeholders
Stakeholder engagement remains a key priority for the Board, aimed at
gathering a diverse range of perspectives and fostering a shared understanding
of the opportunities and challenges that support the Company's long-term
sustainable business plan. Engagement with stakeholders is undertaken through
both the Board and the senior management team, with outcomes regularly
reported to the Board.
Stakeholder engagement is a key priority of the Board, undertaken with the
objective of gathering a broad spectrum of perspectives and sharing an
understanding of the opportunities and challenges that inform a long-term,
sustainable business strategy.
As part of its ongoing business, The Board and senior management maintain
ongoing dialogue with stakeholders through various channels to ensure that
engagement is meaningful and effective. This is achieved through information
provided by management via Regulatory News Service announcements, corporate
presentations, webinars, teleconferences, analyst roadshows, shareholder
meetings, attendance at industry and investor conferences, and also by direct
engagement with stakeholders themselves. This enables the Board to gain a
comprehensive view of stakeholder positions, balance competing interests, and
consider multiple perspectives in its decision-making.
Employees
Our Employees are one of the main assets of our business. The Board recognises
that our employees are key to delivering on the Company's vision and goals.
We ensure that:
1. Health, Safety and the Environment are considered paramount throughout
the organisation.
2. There is competitive pay and employee benefits. Annual pay and benefit
reviews are carried out to determine whether all levels of employees are
benefitting fairly and to retain and encourage skills vital for the business.
3. There is ongoing necessary training and development and career
prospects available.
4. There are freely available Company policies and procedures.
5. Working conditions are favourable.
The Remuneration Committee oversees and makes recommendations on executive
compensation and long-term option and share awards.
Suppliers and Regulatory Authorities
The Board acknowledges that a strong business relationship with suppliers is a
vital part of growth. Whilst day to day business operations are delegated to
the executive management and the senior management team, the Board sets
directions with regard to new business ventures. The Board upholds ethical
business behaviour across all of the Company's activities and encourages
management to seek comparable business practices from all Suppliers doing
business with the Company. We value the feedback we receive from our
stakeholders, and we take every opportunity to ensure that where possible
their wishes are duly considered.
Community and Environment
The Company fully recognises that the oil and gas industry, alongside other
stakeholders such as governments, regulators and suppliers, must contribute to
reduction of carbon-related emissions, and is committed to contributing
positively towards improving environmental performance of the Company and
acting responsibly.
Maintaining high standards of business conduct
The Company is incorporated in the U.K. and governed by the Companies Act
2006. The Company has adopted the QCA Code (and updates made to the QCA code
in 2023) and the Board recognises the importance of maintaining a good level
of corporate governance, which together with the requirements to comply with
the AIM Rules ensures that the interests of the Company's stakeholders are
safeguarded. Where the Company deviates from the QCA code recommendations is
disclosed in the Corporate Governance section of this report and on the
Company website. The Board has prompted that ethical behaviour and business
practices should be implemented across the business. The Board established the
Conflicts, Anti-Corruption, and Anti-Bribery Committee (the "CACAB
Committee"), which is responsible for determining the Company's overall
policies on handling conflicts of interest and breaches of ethical standards,
and the implementation of the Company's anti-corruption and anti-bribery
policies and procedures. The Company's expectation of honest, fair and
professional behaviour is reflected by this and there is zero tolerance for
bribery and unethical behaviour by anyone representing the Company.
The importance of making all employees feel safe in their environment is
maintained and a whistleblowing policy is in place to enable staff to
confidentially raise any concerns freely and to discuss any issues that arise.
Shareholders
The Board places equal importance on all shareholders and recognises the
significance of transparent and effective communications with shareholders. As
an AIM listed company there is a need to provide fair and balanced information
in a way that is understandable to all stakeholders and particularly our
shareholders. The primary communication tool with our shareholders is through
the Regulatory News Service, ("RNS") on regulatory matters and matters of
material substance. The Company's website provides details of the business,
investor presentations and details of the Board and Board Committees, changes
to major shareholder information and QCA Code disclosure updates under AIM
Rule 26. Changes are promptly published on the website to enable the
shareholders to be kept abreast of the Company's affairs. The Company's Annual
Report and Notice of Annual General Meetings (AGM) are available to all
shareholders. The Interim Report and other investor presentations are also
available on our website. The Board acknowledges that encouraging effective
two-way communication with shareholders encourages mutual understanding and
better connection with them. By providing a variety of ways to communicate
with investors the Company feels that it reaches out to engage with a wide
range of its stakeholders. The Company has endeavoured to maintain
communication with investors and believes that engagement has been carried out
efficiently.
This report was approved by the Board on 29 December 2025 and signed on its
behalf.
Max Easley
Executive Director and Chief Executive Officer
PANTHEON RESOURCES PLC
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PANTHEON RESOURCES PLC
FOR THE YEAR ENDED 30 JUNE 2025
Opinion
We have audited the financial statements of Pantheon Resources Plc ( "
Pantheon U.K. Entity") and its subsidiaries (the "Group'') which comprise the
Consolidated Statement of Comprehensive Income, the Consolidated and Pantheon
U.K. Entity Statements of Changes in Equity, the Consolidated and Pantheon
U.K. Entity Statements of Financial Position, the Consolidated and
Pantheon U.K. Entity Statements of Cash Flows for the year ended 30 June
2025, and the related notes to the financial statements, including material
accounting policy information.
The financial reporting framework that has been applied in the preparation of
the financial statements is the applicable law and U.K.-adopted international
accounting standards (U.K.-adopted IAS).
In our opinion, Pantheon Resources Plc's financial statements:
· give a true and fair view in accordance with U.K.-adopted IAS of the
assets, liabilities, and financial position of the Group and Pantheon U.K.
Entity as at 30 June 2025 and of their financial performance and cash flows
for the year then ended; and
· have been properly prepared in accordance with the requirements of
the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(U.K.) (ISAs (U.K.)') and applicable law. Our responsibilities under those
standards are further described in the 'Responsibilities of the auditor for
the audit of the financial statements' section of our report. We are
independent of the Group and Pantheon U.K. Entity in accordance with the
ethical requirements that are relevant to our audit of the financial
statements in the United Kingdom, including the FRC's Ethical Standard and the
ethical pronouncements established by Chartered Accountants Ireland, applied
as determined to be appropriate in the circumstances for the entity. We have
fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
In forming our opinion, which is not modified, we draw attention to the
disclosures made in the Strategic Report and Note 2 in the financial
statements concerning the Group and Pantheon U.K. Entity's ability to continue
as a going concern. The Group incurred a consolidated loss for the year of
$4.2 million for the financial year ended 30 June 2025 (2024: loss of $13.4
million) and, as of that date, the Group had cash and cash equivalents of
$13.2 million (2024: $7.9 million). Based on current forecasts, the Group and
Pantheon U.K. Entity are expected to experience a working capital deficiency
from the second quarter of 2026, and will therefore need to secure additional
funding to meet operating expenditures, general corporate costs, and other
obligations as they fall due. As stated in the strategic report, and Note 2,
these events and conditions, along with other matters as set forth in Note 2,
indicate that a material uncertainty exists that may cast significant doubt on
the Group and Pantheon U.K. Entity's ability to continue as a going concern.
In auditing the financial statements, we have concluded that the directors'
use of going concern basis of accounting in the preparation of the financial
statements is appropriate. Our evaluation of the directors' assessment of the
entity's ability to continue to adopt the going concern basis of accounting
included:
· Obtaining management's cashflow forecasts and business plan for a
period of at least twelve months from the date of approval of the financial
statements;
· Reviewing and challenging the accuracy and reasonableness of inputs
and assumptions used in the preparation of the forecasts;
· Corroborating the cash flows against contractual arrangements and
historic information and compared general budgeted overheads to current run
rates;
· Reviewing and analysing subsequent events and post year-end financial
information such as minutes of board meetings, Regulatory News Service (RNS)
which affect going concern and evaluating the likelihood of occurrence of
forecast and impact on the future cash flows;
· Discussing with management as to the strategies that they are
pursuing to secure further funding if and when required and considering
management's past history in relation to the ability to raise funds;
· Inspecting cash balance of the Group entities close to signing date
and compared this against the forecasted position; and
· Reviewing and considering the adequacy and consistency of the
disclosure within the financial statements with the Directors' going concern
assessment.
The consolidated financial statements do not include any adjustments relating
to the recoverability and classification of recorded asset amounts and
classifications of liabilities that might be necessary should the Group and
Pantheon U.K. Entity be unable to continue in existence.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Other matter
The consolidated financial statements of the Group for the year ended 30 June
2024 were audited by PKF Littlejohn LLP, which expressed an unmodified opinion
on those statements on 7 December 2024.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit, and the directing of efforts of the engagement
team. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and
therefore we do not provide a separate opinion on these matters.
In addition to the matter described in ''Material uncertainty related to going
concern", we have determined the matters described below to be the key audit
matters to be communicated in our report.
Overall audit strategy
We designed our audit by determining materiality and assessing the risks of
material misstatement in the financial statements. In particular, we looked at
where the directors made subjective judgements, for example, in respect of
significant accounting estimates, particularly in relation to the valuation of
exploration and evaluation assets and recoverability of loans provided to
subsidiaries by Pantheon U.K. Entity, which involved making assumptions and
considering future events that are inherently uncertain. We also addressed the
risk of management override of internal controls, including evaluating whether
there was any evidence of potential bias that could result in a risk of
material misstatement due to fraud.
Based on our considerations as set out below, our areas of focus included:
· Valuation of intangible exploration and evaluation assets
· Valuation of loans due from subsidiary companies in Pantheon U.K.
Entity
How we tailored the audit scope
Pantheon Resources Plc is an independent oil and gas company focused on
developing the Kodiak and Ahpun fields, a portfolio of high-impact oil
projects on the Alaska North Slope (ANS). The Group operates in the UK
through its parent undertaking and in the US through subsidiary companies.
Our Group audit was scoped by obtaining an understanding of the Group and its
environment, including the Group's system of internal control and assessing
the risks of material misstatement in the financial statements. We also
addressed the risk of management override of internal controls, including
assessing whether there was evidence of bias by the directors that may have
represented a risk of material misstatement.
We performed an audit of the complete financial information of two components
and performed specified procedures (designed by group audit) for a further two
components. All procedures were performed by the Group engagement team.
Components represent business units across the Group considered for audit
scoping purposes.
Materiality and audit approach
The scope of our audit is influenced by our application of materiality. We set
certain quantitative thresholds for materiality. These, together with
qualitative considerations, such as our understanding of the entity and its
environment, the history of misstatements, the complexity of the Group and the
reliability of the control environment, helped us to determine the scope of
our audit and the nature, timing and extent of our audit procedures and to
evaluate the effect of misstatements, both individually and on the financial
statements as a whole.
Based on our professional judgement, we determined materiality for the Group
and Pantheon U.K. Entity at $5,475,000 as at 30 June 2025. We have applied
these benchmarks because the main objective of the Group and the Pantheon U.K.
Entity is to utilise its existing exploration and evaluation assets to provide
investors with returns on their investments.
We have set performance materiality for the Group and Pantheon U.K. Entity at
65% of materiality, having considered business risks and fraud risks
associated with the entity and its control environment. This is to reduce to
an appropriately low level the probability that the aggregate of uncorrected
and undetected misstatements in the financial statements exceeds materiality
for the financial statements as whole.
We have set performance materiality for the Group and Pantheon U.K. Entity at
65% of materiality, having considered business risks and fraud risks
associated with the entity and its control environment. This is to reduce to
an appropriately low level the probability that the aggregate of uncorrected
and undetected misstatements in the financial statements exceeds materiality
for the financial statements as whole.
We agreed with the directors that we would report to them misstatements
identified during our audit above 4% of Group and Pantheon U.K. Entity
materiality, as well as misstatements below that amount that, in our view,
warranted reporting for qualitative reasons.
Significant matters identified
The risks of material misstatement that had the greatest effect on our audit,
including the allocation of our resources and effort, are set out below as
significant matters together with an explanation of how we tailored our audit
to address these specific areas in order to provide an opinion on the
financial statements as a whole. This is not a complete list of all risks
identified by our audit.
Significant matter Description of Significant Matter and Audit Response
Valuation of intangible exploration and evaluation assets The Group reviews and tests for impairment its intangible exploration and
evaluation assets on an ongoing basis when facts and circumstances suggest
(Notes 2 and 15) that the carrying amount may exceed its recoverable amount as required under
IFRS 6, Exploration for and Evaluation of Mineral Resources (IFRS 6).
The Group's intangible exploration and evaluation assets as at 30 June 2025
amounted to $337.4 million (2024: $293.6 million).
Significant auditor's attention was deemed appropriate because of the
significance of the intangible exploration and evaluation assets. In addition,
the valuation of the Group's intangible exploration and evaluation assets is a
key judgmental area due to the level of subjectivity in estimating the
expected future cash flows, from which the valuation is derived. As a result,
we considered these as key audit matters.
The following audit work has been performed to address the risks:
· Obtained an understanding and evaluation of the design and
implementation of key controls relevant to management's process of impairment
assessment;
· Inspected the exploration and evaluation assets register,
substantively tested a sample of exploration and evaluation additions during
the year by referring to the source documentation and assessed their
eligibility for capitalisation under IFRS 6;
· Obtained a full schedule of leases relating to exploration assets and
reviewed available information to assess whether the leases remained in good
standing, particularly, we focused on terms relating to the period of the
leases and the milestone requirements;
· Inspected documentation in relation to unitised leases (Alkaid and
Talitha units) and ensured they are extended based on the updated plan of
exploration approved by the Department of Natural Resources of Alaska;
· Discussed with management plans to develop each prospect, including
consideration of funding that may be required to do so and their assessment of
indicators of impairment;
· Obtained and reviewed reports prepared by independent experts on the
portfolio of assets, challenging and corroborating key inputs and assumptions
made by independent management experts on NPV valuation, and reviewing key
findings against management assertions and impairment indicators, taking into
consideration the impairment indicators outlined in IFRS 6;
· Reviewed the minutes of Board meetings and RNS announcements for
indicators of impairment; and
· Ensured presentation and disclosure in the financial statements are
sufficient and comply with the requirements of IFRS 6.
No material issues were identified during the course of our audit.
Valuation of loans due from subsidiary companies in Pantheon U.K. Entity Pantheon U.K. Entity has loans due from subsidiary companies of $387.7 million
(Notes 2 and 11) as at 30 June 2025 (2024: $314.6 million) which form part of its net
investment in these subsidiaries. Pantheon U.K. Entity assesses whether
there is an indication that these loans may be impaired at each reporting date
under IAS 36, Impairment of Assets (IAS 36).
Significant auditor's attention was deemed appropriate because of the
significance of the loans due from subsidiary companies on Pantheon U.K.
Entity's. statement of financial position and there is a risk they may not be
recoverable as a result of the subsidiary companies incurring losses. In
addition, key judgements and assumptions regarding the recoverability of loans
due from subsidiary companies include the timing, extent and probability of
future cash flow from the subsidiary companies. As a result, we considered
these as key audit matters.
The following audit work has been performed to address the risks:
· Obtained an understanding and evaluation of the design and
implementation of key controls relevant to management's process of impairment
assessment;
· Reviewed the loan balances for any indicators of impairment in
accordance with IAS 36, including a review of the underlying net asset
balances in the related entities. As the loans due from subsidiary companies
are dependent on the successful development of the intangible exploration and
evaluation assets, we have considered the results of the procedures performed
in respect of the valuation of the intangible exploration and evaluation
assets within these entities;
· Obtained and reviewed management's assessment of the recoverability
of these balances and corroborated, as well as challenged, the key inputs and
assumptions made by management in arriving at their conclusions; and,
· Assessed the appropriateness of presentation and adequacy of
disclosures in the financial statements.
No material issues were identified during the course of our audit.
Other information
Other information comprises information included in the annual report, other
than the financial statements and our auditor's report thereon, including the
Directors' Report and the Strategic Report. The directors are responsible for
the other information. Our opinion on the financial statements does not cover
the other information and, except to the extent otherwise explicitly stated in
our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our
knowledge obtained in the audit, or otherwise appears to be materially
misstated. If we identify such material inconsistencies in the financial
statements, we are required to determine whether there is a material
misstatement in the financial statements or a material misstatement of the
other information. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to
report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the Strategic Report and the Directors'
Report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
· the Strategic Report and the Directors' Report have been prepared in
accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of Pantheon U.K. Entity and
its environment obtained in the course of the audit, we have not identified
any material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters where the
Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept, or returns adequate
for our audit have not been received from branches not visited by us; or
· the financial statements are not in agreement with the accounting
records and returns; or
· certain disclosures of directors' remuneration specified by law are
not made; or
· we have not received all the information and explanations we require
for our audit.
Responsibilities of management and those charged with governance for the
financial statements
As explained more fully in the Directors' responsibilities statement,
management is responsible for the preparation of the financial statements
which give a true and fair view in accordance with U.K.-adopted IAS, and for
such internal control as directors determine necessary to enable the
preparation of financial statements are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing
the Group and Pantheon U.K. Entity's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless management either intends to
liquidate the Group or Pantheon U.K. Entity or to cease operations, or has no
realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group and
Pantheon U.K. Entity's financial reporting process.
Responsibilities of the auditor for the audit of the financial statements
The objectives of an auditor are to obtain reasonable assurance about whether
the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor's report that includes
their opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs (U.K.) will always
detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
A further description of an auditor's responsibilities for the audit of the
financial statements is located on the Financial Reporting Council's website
at: www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Explanation as to what extent the audit was considered capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. Owing to the inherent limitations of an audit, there is an
unavoidable risk that material misstatement in the financial statements may
not be detected, even though the audit is properly planned and performed in
accordance with the ISAs (U.K.). The extent to which our procedures are
capable of detecting irregularities, including fraud is detailed below.
Based on our understanding of the Group and industry, we identified that the
principal risks of non-compliance with laws and regulations related to AIM
Listing Rules, Data Privacy law, Employment Law, Environmental Regulations,
Health & Safety and other local U.S. laws and regulations, and we
considered the extent to which non-compliance might have a material effect on
the financial statements. We also considered those laws and regulations that
have a direct impact on the preparation of the financial statements such as
the Companies Act 2006, U.K. and U.S. tax legislations. The Audit engagement
partner considered the experience and expertise of the engagement team
including valuation experts to ensure that the team had appropriate competence
and capabilities to identify or recognise non-compliance with the laws and
regulation. We evaluated management's incentives and opportunities for
fraudulent manipulation of the financial statements (including the risk of
override of controls), and determined that the principal risks were related to
posting inappropriate journal entries to manipulate financial performance and
management bias through judgements and assumptions in significant accounting
estimates, in particular in relation to significant one-off or unusual
transactions. We apply professional scepticism through the audit to consider
potential deliberate omission or concealment of significant transactions, or
incomplete/inaccurate disclosures in the financial statements.
In response to these principal risks, our audit procedures included but were
not limited to:
· enquiries of management and board on the policies and procedures in
place regarding compliance with laws and regulations, including consideration
of known or suspected instances of non-compliance and whether they have
knowledge of any actual, suspected or alleged fraud;
· inspection of the Group's regulatory and legal correspondence and
review of minutes of board meetings during the year to corroborate inquiries
made;
· gaining an understanding of the entity's current activities, the
scope of authorisation and the effectiveness of its control environment to
mitigate risks related to fraud;
· discussion amongst the engagement team in relation to the identified
laws and regulations and regarding the risk of fraud, and remaining alert to
any indications of non-compliance or opportunities for fraudulent manipulation
of financial statements throughout the audit;
· identifying and testing journal entries to address the risk of
inappropriate journals and management override of controls;
· designing audit procedures to incorporate unpredictability around the
nature, timing or extent of our testing;
· challenging assumptions and judgements made by management in their
significant accounting estimates, including impairment assessment of
intangible assets and recoverability of the loans due from subsidiary
companies; and
· review of the financial statement disclosures to underlying
supporting documentation and inquiries of management.
The primary responsibility for the prevention and detection of irregularities
including fraud rests with those charged with governance and management. As
with any audit, there remains a risk of non-detection or irregularities, as
these may involve collusion, forgery, intentional omissions,
misrepresentations or override of internal controls.
The purpose of our audit work and to whom we owe our responsibilities
This report is made solely to the Pantheon U.K. Entity members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work
has been undertaken so that we might state to Pantheon U.K. Entity members
those matters we are required to state to them in an auditor's report and for
no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than Pantheon U.K. Entity and its
members as a body, for our audit work, for this report, or for the opinions we
have formed.
Cathal Kelly (Senior Statutory Auditor)
For and on behalf of
Grant Thornton
Chartered Accountants & Statutory Auditors
13-18 City Quay
Dublin 2
Ireland
29 December 2025
PANTHEON RESOURCES PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2025
2025 (Restated*)
2024
$ $
Continuing operations Notes
Revenue 26 - 13,393
Cost of sales - (7,153)
Gross profit - 6,240
Administration expenses 27 (11,377,087) (8,773,748)
Share based payments expense 23 (1,211,398) -
Operating loss 5 (12,588,485) (8,767,508)
Interest expense - convertible bond and other 16 (4,283,011) (4,893,640)
Convertible bond - impact of partial early repayment 16 (1,401,699) -
Convertible bond - revaluation of derivative liability 16 13,058,988 (337,055)
Interest income 8 984,857 630,371
Loss before taxation (4,229,350) (13,367,832)
Taxation 9 - -
Loss for the year (4,229,350) (13,367,832)
Other comprehensive loss for the year
Exchange differences from translating foreign operations 28 (790,184) (52,924)
Total comprehensive loss for the year (5,019,534) (13,420,756)
Basic and diluted loss per share 4 (0.38)¢ (1.44)¢
*See note 3 for details
The loss for the current and prior year and the total comprehensive loss for
the current and prior year are wholly attributable to the equity holders of
the parent company, Pantheon Resources Plc.
PANTHEON RESOURCES PLC
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025
Share Share Retained Currency Share Total
capital premium losses reserve based payment reserve equity
$ $ $ $ $ $
At 1 July 2024* 13,139,392 334,499,828 (86,184,554) (2,745,784) 18,194,342 276,903,224
Loss for the year - - (4,229,350) - - (4,229,350)
Other comprehensive loss: Foreign currency translation - - - (790,184) - (790,184)
Total comprehensive loss for the year - - (4,229,350) (790,184) - (5,019,534)
Transactions with owners
Capital raising
Issue of shares 1,824,928 29,867,732 - - - 31,692,660
Issue costs - (1,542,816) - - - (1,542,816)
Convertible bond
Issue of shares - amortization 231,318 5,011,682 - - - 5,243,000
Issue of shares -partial repayment 288,235 4,611,765 - - - 4,900,000
Total transactions with owners 2,344,481 37,948,363 - - - 40,292,844
Options and warrants
Expired option and warrants - - 873,605 - (873,605) -
Options issued - - - - 1,210,432 1,210,432
Total options and warrants - - 873,605 - 336,827 1,210,432
Balance at 30 June 2025 15,483,873 372,448,191 (3,535,968)) 18,531,169 313,386,966
(89,540,299)
*See note 3 for details
Share Share Retained Currency Share Total
capital premium losses reserve based payment reserve equity
$ $ $ $ $ $
Balance at 1 July 2023 12,464,677 297,830,079 (49,444,331) (2,692,860) 14,271,042 272,428,607
Prior period adjustment* - 21,271,338 (23,372,391) - 3,923,300 1,822,247
Restated total equity at the beginning of the financial year 12,464,677 319,101,417 (72,816,722) (2,692,860) 18,194,342 274,250,854
Loss for the period* - - (13,367,832) - - (13,367,832)
Total comprehensive loss for the period - - (13,367,832) - - (13,367,832)
Other comprehensive loss: Foreign currency translation - - - (52,924) - (52,924)
Total comprehensive loss for the year - - (13,367,832) (52,924) - (13,420,756)
Transactions with owners
Capital raising
Issue of shares 466,487 9,837,080 - - - 10,303,567
Convertible bond - amortisation
Issue of shares 208,228 5,561,331 - - - 5,769,559
Total transactions with owners 674,715 15,398,411 - - - 16,073,126
Balance at 30 June 2024 as restated 13,139,392 334,499,828 (86,184,554) (2,745,784) 18,194,342 276,903,224
*See note 3 for details
See note 25 for a description of each reserve account included above
PANTHEON RESOURCES PLC
PANTHEON U.K. ENTITY STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025
Share Share Retained Currency Share Total
capital premium losses reserve based payment reserve equity
$ $ $ $ $ $
Company
At 1 July 2024* 13,139,392 334,499,828 (44,994,703)) (20,304,435) 18,194,342 300,534,424
Profit for the year - - 4,993,502 4,993,502
Other comprehensive loss: Foreign currency translation - - - 26,721,252 - 26,721,252
Total comprehensive loss for the year - - 4,993,502 26,721,252 - 31,714,754
Transactions with owners
Capital raising
Issue of shares 1,824,928 29,867,732 - - - 31,692,660
Issue costs - (1,542,816) - - - (1,542,816)
Convertible bond
Issue of shares 231,318 5,011,682 - - - 5,243,000
amortization
Issue of shares - partial repayment 288,235 4,611,765 - - - 4,900,000
Total transactions with owners 2,344,481 37,948,363 - - - 40,292,844
Options and warrants
Expired option and warrants - - 873,604 - (873,604) -
Options issued - - - - 1,210,431 1,210,431
Total options and warrants - - 873,604 - 336,827 1,210,431
Balance at 30 June 2025 15,483,873 372,448,191 (39,127,597) 6,416,817 18,531,169 373,752,453
*See note 3 for details
See note 25 for a description of each reserve account included above.
PANTHEON RESOURCES PLC
PANTHEON U.K. ENTITY STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025
Share Share Retained Currency Share Total
capital premium losses reserve based payment reserve equity
$ $ $ $ $ $
Company
Balance at 1 July 2023 12,464,677 297,830,078 (34,369,174) (18,993,994) 14,271,042 271,202,629
Prior period adjustment (net of tax)* - 21,271,338 (3,426,426) - 3,923,300 21,768,212
Restated total equity at the beginning of the financial year 12.464,677 319,101,416 (37,795,600) (18,993,994) 18,194,342 292,970,841
Loss for the period - - (7,199,103) - - (7,199,103)
Total comprehensive loss for the year - - (7,199,103) - - (7,199,103)
Other comprehensive loss: foreign currency translation - - - (1,310,441) - (1,310,441)
Total comprehensive loss for the year - - (7,199,103) (1,310,441) - (8,509,544)
Transactions with owners
Capital raising
Issue of shares 466,487 9,837,080 - - - 10,303,567
Convertible bond - amortisation
Issue of shares 208,228 5,561,332 - - - 5,769,560
Total transactions with owners 674,715 15,398,412 - - - 16,073,127
Balance at 30 June 2024 as restated 13,139,392 334,499,828 (44,994,703) (20,304,435) 18,194,342 300,534,424
*See note 3 for details.
See note 25 for a description of each reserve account included above.
PANTHEON RESOURCES PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2025
(Restated*) (Restated*)
Notes 2025 2024 2023
$ $ $
ASSETS
Non-current assets
Exploration & evaluation assets 15 337,404,823 293,635,128 286,668,349
Property, plant and equipment 63,437 129,200 38,570
Restricted financial deposit 2 3,400,000 2,400,000 2,400,000
340,868,260 296,164,328 289,106,919
Current assets
Trade, other receivables and deposits 11 1,130,516 544,543 159,522
Cash and cash equivalents 12 13,219,606 7,913,862 20,661,012
Cash and cash equivalents - restricted 12 9,782,773 - -
24,132,895 8,458,405 20,820,534
Total assets 304,622,733 309,927,453
365,001,155
EQUITY AND LIABILITIES
LIABILITIES
Non-current liabilities
Lease liabilities 26,950 69,028 -
Asset retirement obligation 14 8,386,400 5,200,400 5,200,400
Convertible bond - debt 16 19,300,844 13,127,532 16,619,062
Convertible bond - derivative 16 4,437,596 744,851 407,566
32,151,790 19,141,811 22,227,028
Current liabilities
Convertible bond - debt 16 8,971,051 7,090,177 9,755,688
Trade and other payables 13 10,449,268 703,496 2,840,610
Provisions 14 - 720,630 816,838
Lease liabilities 42,080 63,395 36,435
19,462,399 8,577,698 13,449,571
Total liabilities 51,614,189 27,719,509 35,676,599
Equity
Share capital 17 15,483,873 13,139,392 12,464,677
Share premium 372,448,191 334,499,828 319,101,417
Retained losses (89,540,299) (86,184,554) (72,816,722)
Currency reserve 28 (3,535,968) (2,745,784) (2,692,860)
Share based payment reserve 23 18,531,169 18,194,342 18,194,342
Shareholders' equity 313,386,966 276,903,224 274,250,854
Total equity and liabilities 365,001,155 304,622,733 309,927,453
The financial statements were approved by the Board of Directors and
authorised for issue on the 17 December 2025 and signed on its behalf by
Linda
Havard
Jeremy Brest
Director
Director
PANTHEON RESOURCES PLC
PANTHEON U.K. ENTITY STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2025
(Restated*) (Restated*)
Notes 2025 2024 2023
$
$ $
ASSETS
Non-current assets
Property, plant and equipment - 25,698 38,570
Loans to subsidiaries 387,652,127
11 314,596,886 301,262,840
387,652,127 314,622,584 301,301,410
Current assets
Trade and other receivables 11 132,305 106,334 154,161
Cash and cash equivalents 12 9,212,689 7,543,991 19,518,284
Cash and cash equivalents - restricted 12 9,782,773 - -
19,127,767 7,650,325 19,672,445
406,779,894 322,272,909 320,973,855
Total assets
EQUITY AND LIABILITIES
LIABILITIES
Non-current liabilities
Convertible bond - debt 16 19,300,844 13,127,532 16,619,062
Convertible bond - derivative 16 4,437,596 744,851 407,566
23,738,440 13,872,383 17,026,628
Current liabilities
Convertible bond - debt 16 8,971,051 7,090,177 9,755,688
Trade and other payables 13 317,950 278,864 617,425
Provisions 14 - 470,630 566,838
Lease liability - 26,431 36,435
9,289,001 7,866,102 10,976,386
Total liabilities 33,027,441 21,738,485 28,003,014
EQUITY
Capital and reserves
Share capital 17 15,483,873 13,139,392 12,464,677
Share premium 372,448,191 334,499,828 319,101,416
Retained losses (39,127,597) (44,994,703) (37,795,600)
6,416,817 (20,304,435) (18,993,994)
Currency reserve 28
Share based payment reserve 23 18,531,169 18,194,342 18,194,342
Shareholders' equity 373,752,453 300,534,424 292,970,841
Total equity and liabilities 406,779,894 322,272,909 320,973,855
*See note 3 for details
In accordance with the provisions of Section 408 of the Companies Act 2006,
Pantheon U.K. Entity has not presented an income statement. A loss for the
year ended 30 June 2025 of $4,993,103 (2024: loss of $7,199,103) has been
included in the consolidated income statement.
The financial statements were approved by the Board of Directors and
authorised for issue on 17 December 2025 and signed on its behalf by:
Linda
Havard
Jeremy Brest
Director
Director
Company Number 05385506
PANTHEON RESOURCES PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2025
Notes 2025 2024
$ $
Net outflow from operating activities 18 (4,227,138) (11,365,415)
Cash flows from investing activities
Interest received 8 984,857 630,371
Interest paid - (757)
Purchase of drilling, exploration and leases 15 (40,583,695) (6,966,779)
Purchase of financial investments - restricted cash 12 (9,782,773) -
Net cash outflow from investing activities (49,381,611) (6,337,165)
Cash flows from financing activities
Proceeds from share issues 17 30,569,673 10,303,566
Issue costs paid in cash (419,830) -
Issue of unsecured convertible bonds 16 34,468,500 -
Repayment of borrowing - unsecured convertible bond 16 (5,631,500) (5,273,798)
Repayment of borrowing and leasing liabilities (72,350) (74,338)
Net cash inflow from financing activities 58,914,493 4,955,430
Increase (Decrease) in cash & cash equivalents 5,305,744 (12,747,150)
Cash and cash equivalents at the beginning of the year 7,913,862 20,661,012
Cash and cash equivalents at the end of the year 12 13,219,606 7,913,862
Major non-cash transactions
During the year the Company elected to make quarterly principal and interest
payments in relation to the Unsecured convertible bond. The details are below:
· In March 2025 a total of 3,629,122 new ordinary shares were issued at
a price of $0.72 per share to settle the quarterly bond repayment of $2.6m.
· In September 2024 a total of 14,244,459 new ordinary shares were
issued at a price of $0.19 per share to settle the quarterly bond repayment of
$2.6m.
· In July 2024 a total of 22,380,254 new ordinary shares were issued at
a price of $0.22 per share as bond prepayment representing a repayment of
$4.9m.
PANTHEON RESOURCES PLC
PANTHEON U.K. ENTITY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2025
Notes 2025 2024
$ $
Net outflow from operating activities 18 (334,769) (2,800,734)
Cash flows from investing activities
Net interest received 8 984,857 556,626
Loans to subsidiary companies 11 (48,158,285) (14,704,205)
Financial investments - restricted cash 12 (9,782,773) -
Net cash outflow from investing activities (56,956,201) (14,147,579)
Cash flows from financing activities
Proceeds from share issues 17 30,569,674 10,303,566
Issue costs paid in cash (419,830) -
Issue of unsecured convertible bonds 16 34,468,500 -
Repayment of borrowing - unsecured convertible bond 16 (5,631,500) (5,273,798)
Repayment of borrowing and leasing liabilities (27,176) (55,748)
Net cash inflow from financing activities 58,959,668 4,974,020
Increase (Decrease) in cash and cash equivalents 1,668,698 (11,974,293)
Cash and cash equivalents at the beginning of the year 7,543,991 19,518,284
Cash and cash equivalents at the end of the year 12 9,212,689 7,543,991
Major non-cash transactions
During the year the Company elected to make the following payments in relation
to the unsecured convertible bond that was issued in December 2021. The
details are below;
· In March 2025 a total of 3,629,122 new ordinary shares were issued at
a price of $0.72 per share to settle the quarterly bond repayment of $2.6m.
· In September 2024 a total of 14,244,459 new ordinary shares were
issued at a price of $0.19 per share to settle the quarterly bond repayment of
$2.6m.
· In July 2024 a total of 22,380,254 new ordinary shares were issued at
a price of $0.22 per share as bond prepayment representing a repayment of
$4.9m.
PANTHEON RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
1. General information
Pantheon Resources Plc was listed on the London Stock Exchange's AIM in 2006.
Pantheon, through its subsidiaries, has a 100% working interest in oil
projects located onshore Alaska, USA. The Entity is domiciled in the United
Kingdom and incorporated and registered in England and Wales, with
registration number 05385506.
As used in these financial statements, the terms "Company", "Consolidated",
and "Group" each mean Pantheon Resources plc and its Controlled Entities. The
term "Pantheon U.K. Entity" means Pantheon Resources plc alone without the
Controlled Entities.
2. Statement of accounting policies
The material accounting policies adopted in preparing the Consolidated and
Pantheon U.K. Entity financial statements are stated to assist in a general
understanding of the financial report. These policies have been consistently
applied to all the years presented, unless otherwise indicated.
The Consolidated and Pantheon U.K. Entity financial statements included herein
have been prepared on a going concern basis using the historical cost
convention with the exception of certain items which are measured at fair
value and in accordance with the U.K. Adopted International Accounting
Standards ("IAS") and in accordance with the provisions of the Companies Act
2006.
The Consolidated and Pantheon U.K. Entity financial statements for the year
ended 30 June 2025 were authorised for issue by the Board of Directors on 17
December 2025 and were signed on the Board's behalf by Linda Havard, Director,
and Jeremy Brest, Director.
The Consolidated and Pantheon U.K. Entity financial statements are presented
in U.S. dollars.
Basis of consolidation
Subsidiaries are fully consolidated from the date on which control is
transferred to the Company. 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 Company. 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 Company'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 companies are eliminated.
All the companies over which Pantheon have control apply, where appropriate,
the same accounting policies as the Company.
Going concern
The Consolidated and Pantheon U.K. Entity financial statements have been
prepared on the going concern basis.
The Consolidated loss for the financial year ended 30 June 2025 was $4,229,350
(2024: $13,367,832). The Consolidated Cash and Cash equivalents was
$13,219,606 (2024: $7,913,862).
The Consolidated and Pantheon U.K. Entity financial statements have been
prepared on the going concern basis, which contemplates the continuity of
normal business activity and the realization of assets and settlement of
liabilities in the normal course of business. In arriving at this position,
the directors have taken into consideration the following:
· the Consolidated financial position and forecasted cash flow for the
12 months from the date of approval of these consolidated financial
statements. Based on current forecasts, the Company is expected to experience
a working capital deficiency during the second half of calendar year 2026 and
will therefore need to secure additional funding to meet operating
expenditures, general corporate costs, and other obligations as they fall due.
The magnitude and timing of any funding requirement will also depend on the
final results of the Dubhe 1 well and the consequent impact on the Company's
2026 work programme;
• the ability of the Company to obtain funding through various
sources, including equity raised which the Company has been historically
successful in executing. When accessing additional capital, the Company's
objective is to do so, where practicable, in a manner that minimizes
shareholder dilution. The Company expects to continue to pursue a range of
funding initiatives, in order of preference: strategic farm-out opportunities,
equity issuance and third-party debt facilities, and, when feasible,
reserves-based lending;
• the Company, if necessary, could reduce costs in order to minimize
its working capital requirements; and
• The Directors have reasonable expectations that they will be able
to raise additional funding needed for the Group to continue to execute
against its milestones in the twelve months to date of the approval of the
consolidated financial statements.
Should the Company not be able to achieve the matters set out above, there is
a significant uncertainty related to events or conditions that may cast
significant doubt on the Company's ability to continue as a going concern,
and, therefore, that it may be unable to realize its assets and discharge its
liabilities in the normal course of business.
Revenue
During the previous year oil sales commenced as a result of testing at
Alkaid-2. This is 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. Once in production, revenue from contracts
with customers will be recognised in accordance with IFRS15 Revenue from
Contracts with Customers, at an amount that reflects the consideration to
which the Company expects to be entitled in exchange for those goods.
Interest revenue is recognised on a proportional basis taking into account the
interest rates applicable to the financial assets.
Foreign currency translation
(i)Functional and presentational currency
The Consolidated financial statements are presented in U.S. dollars, the
currency which the Company has elected to use as its presentational currency.
Items included in the financial statements of each of the Company's entities
are measured using the currency of the primary economic environment in which
the entity operates ("functional currency"). The Functional currency of all
entities within the Company 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 U.S. 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.
Non-monetary items that are measured in terms of historical cost in a foreign
currency are translated using the exchange rate as at the date of initial
transaction.
Non-monetary items measured at fair value in a foreign currency are translated
using the exchange rate at the date when the fair value was determined.
Exchange gains and losses arising from translation are charged to the income
statement as an operating item. The assets, liabilities of the Parent Company
are translated into U.S. dollars at the rates of exchange ruling at the year
end. Exchange differences resulting from the retranslation of currencies are
treated as movements on reserves.
The results of the Parent Company are translated into U.S. dollars at the
average rates of exchange during the year.
(iii)Inter-group Loans
Inter-group Loans are made from the Parent Company to the Subsidiaries. These
loans are denominated in £GBP as the Parent Company's functional currency is
£GBP. At the end of the period the Parent Company presents these loans in
$USD, as the presentation currency is $USD for the Company. Any resulting
foreign exchange gain or loss incurred by the subsidiaries is recorded at
their individual entity level and these loans are then eliminated at the
consolidated level. This treatment has been adopted as these loans do not have
fixed repayment dates etc and are from a substance over form perspective are
more closely aligned to an equity type funding than a typical commercial loan.
Cash and cash equivalents
Cash and cash equivalents comprise cash and term deposits with an initial
maturity of less than three months. The restricted cash balance represents an
escrow of approximately $9.8m that is restricted for use under terms of the
SHK convertible bond agreement which requires sufficient funds be held in
escrow to offset the principal balance of the Heights convertible bond
obligation, the company can request the release of funds from escrow to reduce
the escrow fund balance to match the remaining principal balance.
Restricted financial deposit
The Company has a number of certificate of deposits and a cash deposit
totaling $3.4m for the financial year ended 30 June 2025 (2024: $2.4m) which
are pledged as security for future obligations to the state of Alaska for the
Company to perform abandonment and restoration activities in relation to
specific E&E assets.
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 recognized to the extent that it is probable that the
future taxable profits will be available against which the temporary
differences can be utilized.
Recoverability of deferred tax assets - Deferred tax assets, including those
arising from unutilised tax losses, require management to assess the
likelihood that the Company will generate sufficient taxable profits in future
periods, in order to utilise recognised deferred tax assets. There is no
critical estimation uncertainty at the end of the reporting period.
Exploration and evaluation costs and developed oil and gas properties
The Company 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 Company
to obtain necessary financing to complete the development of the reserves and
future profitable production or proceeds from the disposition thereof. The
Company assesses at the end of each reporting period whether there is any
indication that an asset may be impaired. If any such indication exists, the
entity shall estimate the recoverable amount of the asset. The prospect
acreage has been classified into discrete "projects" or, upon production,
CGUs. 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.
In accordance with IFRS 3 Business Combinations, exploration assets acquired
as part of a business acquisition, and hence combination, are recorded at
their fair value as opposed to the fair value of the consideration paid.
Other property, plant and equipment
Other property, plant and equipment are stated at historical cost less
depreciation. Depreciation is provided at rates calculated to write off the
costs less estimated residual value of each asset over its estimated useful
life, as follows:
Office equipment is depreciated by equal annual instalments over their
expected useful lives, being 3 years.
Impairment of exploration costs and developed oil and gas properties,
depreciation of assets, plug and 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 Company 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. The Company
also assesses at the end of each reporting period whether there is any
indication that an asset may be impaired.
Where an impairment test is required, any impairment loss is measured,
presented and disclosed in accordance with IAS 36.
In accordance with IAS 36 the Company has determined an accounting policy for
allocating exploration and evaluation assets to specific CGU where applicable.
Exploration and evaluation costs - The Alaskan exploration and evaluation
leasehold assets were subject to a fair value assessment as at the date of
acquisition. The carrying value at 30 June 2025 represents the cost of
acquisition plus any fair value adjustment, where appropriate, and subsequent
capitalised costs, in accordance with U.K. adopted IAS.
Decommissioning Costs - Decommissioning costs will be incurred by the Company
at the end of the operating life of some of the Company's facilities and
properties. The Company 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 Company has adopted a Decommissioning Policy in which all
decommissioning costs are recognised 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 provided for and subsequently depleted over the
useful life of the well using unit of production method.
Financial instruments
Recognition and derecognition - Financial assets and financial liabilities are
recognised when the Company 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.
Financial liabilities - 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. Financial Liabilities are derecognised when it
is extinguished, discharged, cancelled or expires.
Classification and measurement of financial assets - Receivables held under a
hold to collect business model are stated at amortised cost. Receivables held
under a hold to sell business model, which are expected to be sold via a
non-recourse factoring arrangement, are separately classified as fair value
through profit or loss, within trade and other receivables.
Classification and measurement of financial liabilities - The Company's
financial liabilities include borrowings (unsecured convertible bond debt),
trade and other payables and embedded derivative financial instruments.
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 - Borrowing arrangement structured
as unsecured convertible bonds repayable which includes repayment in stock, 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 a derivative
embedded in the instrument. This is considered to be a separable embedded
derivative of the 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.
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 are $0.4m on
deposit with the state of Alaska and $3.0m held in certificates of deposit
pledged as security deposits to the State of Alaska. Funds held by the state
of Alaska are considered to have virtually no risk of credit loss.
Leases
All contracts entered into by the Company are assessed to determine if they
are either a lease contract or contain a lease contract. Where a lease is
identified, the Company recognises a right of use asset and a corresponding
lease liability with respect to all lease arrangements in which it is a
lessee.
There are three key evaluations in determining a lease contract:
I. The contract contains an identified asset, which is
either explicitly identified in the contract or implicitly specified by being
identified at the time the asset is made available to the Company.
II. The Company has the right to obtain substantially all of
the economic benefits from use of the identified assets throughout the period
of use, considering rights within the defined scope of the contract.
III. The Company has the right to direct the use of the identified
asset throughout the period of use.
Lease liabilities are initially measured at the discounted present value of
all future lease payments, excluding prepayments made up to and including the
commencement date of the lease. The discount rate used is either the rate
implicit in the lease, or if that is not readily determined, the incremental
borrowing rate.
The lease liability is presented as a separate line item in the balance sheet.
Subsequent measurement of the lease liability includes increases to the
carrying amount of the liability to reflect the interest on the lease
liability (using the effective interest method) and by reducing the carrying
amount for the lease payments made.
The Company remeasures the lease liability (and makes a corresponding
adjustment to the related right-of-use asset) whenever:
I. There is a change in the lease term. In such cases the lease
liability is remeasured by discounting the revised lease payments using the
revised discount rate.
II. Change of lease payments (due to changes in the reference index or
rate) or any changes in expected payments under a guaranteed residual value.
In such instances the lease liability is remeasured using unchanged discount
rates; a revised discount rate is used where the lease payments are changed
due to a change in a floating interest rate.
III. Where a lease modification is not accounted for as a separate lease. In
such a case the lease liability is remeasured based on the modified lease
term, using the revised discount rate at the date of the modification.
The initial carrying value of a right-of-use assets consists of:
• The corresponding lease liability,
• All and any prepayments prior to the lease
commencement,
• Less: Any lease incentive received by the lessee,
• Less: Any initial direct costs incurred by the lessee.
Right-of-use assets are depreciated on a straight-line basis over the shorter
period of lease term and useful life of the underlying asset. The depreciation
starts at the commencement date of the lease. The asset is subsequently
measured at initial carrying value less accumulated depreciation and
impairment losses.
Where an impairment indicator has been identified, an impairment test is
conducted. In assessing whether an impairment is required, the carrying value
of the asset is compared with its recoverable value. The recoverable amount is
the higher of the assets fair value less the costs to sell and value in use.
Critical accounting estimates and judgements
The preparation of financial statements in conformity with U.K. adopted
International Accounting Standards requires the use of accounting estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of income and
expenses during the reporting period. Although these estimates are based on
management's best knowledge of current events and actions, actual results
ultimately may differ from those estimates. Estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to the accounting
estimates are recognized in the period in which the estimate is revised and in
any future periods affected. IFRS also requires management to exercise its
judgement in the process of applying the Company's accounting policies.
The areas involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the financial statements are as
follows:
Impairment of tangible and intangible exploration & evaluation assets
The first stage of the impairment process is the identification of an
indicator of impairment. Such indications can include significant geological
or geophysical information which may negatively impact the existing assessment
of a project's potential for recoverability (regional to the Alaska North
Slope, or more localized to the leases held by the Company or by specific data
relating to the Company's projects), significant reductions in estimates of
resources (via third-party derived analysis or internally developed analysis),
significant falls in commodity prices, a significant revision of Company
Strategy or of the plan for the development of a field, operational issues
which may require significant capital expenditure to remediate, environmental,
political or regulatory impacts and others. This list is not exhaustive, and
management judgement is required to decide if an indicator of impairment
exists. The Company regularly assesses the tangible and non-tangible assets
for indicators of impairment. When an impairment indicator exists an
impairment test is performed; next, the recoverable amount of the asset, being
the higher of the asset's fair value less costs to sell and value in use, is
compared to the asset's carrying value. Any excess of the asset's carrying
value over its recoverable amount is expensed to the income statement.
Impairment of loans between Parent and Subsidiaries
The carrying amount of the loans made to the subsidiaries is tested for
impairment annually and this process is considered to be a key judgement along
with determining whenever changes circumstances or events indicate that the
carrying amounts of those loans may not be recoverable. When assessing the
recovery of these loans, the Board of Directors considers the likelihood that
the subsidiaries will be able to settle the amounts owing, either out of
future anticipated cashflows or through divestment of assets.
Contingent liabilities
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.
Share-based payments
Our long-term incentive plans provide for the grant of various forms of
share-based awards to our directors, officers and other eligible employees
under which our Board of Directors may grant to employees share-based awards
including restricted stock units and stock options.
Stock Options
The cost of equity-settled share-based payment arrangements is measured at the
grant date by reference to the fair value of the options granted.
Grant-date fair value is determined using an appropriate option valuation
model. As of 30 June 2025, the Monte Carlo approach was used to obtain the
fair value. At 30 June 2024, the Company used the Black Sholes approach to
measure fair value.
In measuring fair value, vesting conditions other than market conditions are
not taken into account. Market conditions (i.e., conditions linked to the
Company's share price), where applicable, are reflected in the grant-date fair
value of the options. Non-vesting conditions (e.g., service conditions and
non-market performance conditions), where applicable, are also reflected in
the grant-date measurement and/or in the number of options expected to vest.
The cost of the share option grants is recognised as an employee expense, with
a corresponding increase in equity, over the vesting period.
The cumulative expense recognised at each reporting date up to the vesting
date reflects:
· the extent to which the vesting period has expired; and
· the Company's best estimate of the number of options that will
ultimately vest, based on the assessment of non-market vesting conditions
(e.g., service conditions and non-market performance conditions).
The expense recognised in the income statement for the period represents the
movement in the cumulative expense recognised at the beginning and end of the
period.
No amount is ultimately recognised for share option grants that do not vest as
a result of failure to satisfy service conditions or non-market performance
conditions, and any previously recognised expense is reversed. Share option
grants with market conditions do not result in a reversal of expense if the
market condition is not satisfied, provided that the relevant service is
received in accordance with the vesting terms.
Where share option grants are cancelled or settled by the Company, the
cancellation or settlement is treated as an acceleration of vesting, and any
remaining expense that would otherwise have been recognised over the remainder
of the vesting period is recognised immediately in the income statement at the
date of cancellation or settlement.
At each reporting date during the vesting period, management estimates the
number of shares that will vest after considering the vesting criteria. If
these estimates vary from actual occurrence, this will impact on the value of
the equity carried in the reserves.
Restricted Stock Units ("RSUs" )
RSUs are measured at fair value (excluding the effect of non-market based
vesting conditions) at the date of grant. The fair value determined at the
grant date of the equity settled share-based payments is expensed on a
straight-line basis over the vesting period, based on the Company's estimate
of shares that will eventually vest and be adjusted for non-market based
vesting conditions.
Segment Reporting
The operating segments, namely U.K. (PLC administration) and U.S. (Alaskan
operations/office plus Houston Headquarters), are reported in a way that is
consistent with the internal reporting and provided to the chief operating
decision maker as required by IFRS 8 "Operating Segments." The Board of
Directors has been identified as the chief operating decision-maker. As such,
the Board of Directors is responsible for allocating resources and assessing
performance of the operating segments.
The accounting policies of the reporting segments are consistent with the
accounting policies of the Company as a whole. The segment profit and loss
represent the profit or loss earned by each segment. This is the measure of
profit that is reported to the Board of Directors for the purpose of resource
allocation and the assessment of each segment's performance. When assessing
segment performance and considering the allocation of resources, the Board of
Directors reviews each segment's assets and total liabilities; for this
purpose, all assets and liabilities are allocated to reportable segments.
Equity
Equity instruments issued by the Company are recorded in equity at the
proceeds received, net of direct issue costs.
Provisions
Provisions are recognised when there is a present legal or constructive
obligation as a result of past events, it is probable that an outflow of
resources will be required to settle the obligation, and a reliable estimate
can be made of the amount of the obligation.
Comparative figures
Comparative figures have been adjusted to conform to changes in presentation
for the current financial year.
New and amended International Financial Reporting Standards
Standards and amendments that are effective for the first time in 2024 and
could be applicable to the Company are:
• Classification of Liabilities as Current or Non-current
(Amendments to IAS 1)
• Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)
• Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)
• Non-current Liabilities with Covenants (Amendments to IAS 1)
These amendments do not have a significant impact on these Financial
Statements and therefore the disclosures have not been made.
Other Standards and amendments that are not yet effective and have not been
adopted early by the Company include:
• IFRS 18 'Presentation and Disclosure in Financial Statements'
('IFRS 18')
• Lack of Exchangeability (Amendments to IAS 21)
• Amendments to the Classification and Measurement of Financial
Instruments (Amendments to IFRS 9 and 7)
• IFRS 19 'Subsidiaries without Public Accountability: Disclosures'
Except for IFRS 18, these amendments are not expected to have a significant
impact on the financial statements in the period of initial application and
therefore no disclosures have been made.
IFRS 18 will replace IAS 1 'Presentation of Financial Statements' and applies
for annual reporting periods beginning on or after 1 January 2027. The new
standard introduces the following key new requirements.
· Entities are required to classify all income and expenses into five
categories in the statement of profit or loss, namely the operating,
investing, financing, discontinued operations and income tax categorised;
· Management-defined performance measures (MPMs) are disclosed in a
single note in the financial statements;
· Enhanced guidance is provided on how to group information in the
financial statements.
In addition, all entities are required to use operating profit subtotal as the
starting point for the statement of cash flows when presenting operating cash
flow under the indirect method.
The Company is still in the process of assessing the impact of the new
standard, particularly with respect to the structure of the statement of
profit or loss, cash flows and additional disclosures for MPMs. The Company is
also assessing how other information is grouped in the financial statements.
3. Restatement of previously issued financial statements
Subsequent to the issuance of the Consolidated and Pantheon financial
statements for the year ended 30 June 2024, a prior period adjustment was
identified in the previous calculation of consideration paid on 17 January
2019 for the acquisition of 100% of the share capital of Great Bear Petroleum
Ventures I LLC and Great Bear Petroleum Ventures II companies (together,
"Great Bear" or "the Great Bear companies"). A noncash adjustment was
identified in the value of the consideration of new fully paid ordinary
shares, new fully paid non-voting B-class shares and new warrants.
Consideration for the Great Bear companies, after correcting for the
adjustment, totalled $69.5m as follows: Cash consideration of $6.1m, 103.3m
new fully paid ordinary shares ($30.9m) valued at 23.30 pence per share,
102.5m new full paid non-voting B-class shares ($30.7m) valued at 23.30 pence
per share (all now fully converted to ordinary shares), and 9.6m new warrants
($1.8m) (all of which either now have been exercised or expired). The
adjustment resulted in a $21.3m increase to share premium with a corresponding
adjustment to retained losses.
Additionally, a prior period adjustment was identified for share options
issued in 2020, 2021, and 2022. Using the Monte Carlo method for valuation of
these options resulted in an increase in the value of the options issued by
$3.4m resulting in an increase in share-based payment reserves with a
corresponding adjustment to retained losses.
Additionally, the Company has reclassified asset retirement obligations from
current to non-current liability. The amount reclassified is $5,200,400 at 30
June 2024 and 2023.
The following tables summarize the impacts of the error in the consideration
for the Great Bear and the Staff Options charge recalculation for the Company.
Consolidated Consolidated Increase/ Restated Consolidated Consolidated Consolidated Increase/ Restated Consolidated
(Decrease)
(Decrease)
30 June 2023 30 June 2023 30 June 2024 30 June 2024
Statement of financial position $ $ $ $ $ $
(extract)
Deferred tax liability - - - -
(1,822,247)
1,822,247
Share capital - 13,139,392 - 13,139,392
12,464,677 12,464,677
Share premium 319,101,417 313,228,490 334,499,828
297,830,079 21,271,338 21,271,338
Retained losses (49,444,331) (23,372,391) (72,816,722) (60,989,916) (25,194,638) (86,184,554)
Currency reserve (2,692,860) - (2,692,860) (2,745,784) (2,745,784)
-
Share based payment reserve 14,271,042 3,923,300 14,271,042 3,923,300 18,194,342
18,194,342
Total equity 274,250,854 276,903,224 276,903,224
272,428,607
Pantheon U.K. Increase/ Restated Pantheon U.K. Entity Increase/
Entity 30 (Decrease)
(Decrease)
June 2023 Pantheon U.K. Entity 30 June 2024 Restated Pantheon U.K. Entity
30 June 2023 30 June 2024
Statement of financial position $ $ $ $ $ $
(extract)
Loans to Subsidiaries 292,828,674 314,596,886
301,262,840
21,768,212 21,768,212
279,494,628
Share capital - 13,139,392 - 13,139,392
12,464,677 12,464,677
Share premium 21,271,338 319,101,416 313,228,490 334,499,828
297,830,078
21,271,338
Retained losses (34,369,174) (3,426,426) (37,795,600) (41,568,277) (3,426,426) (44,994,703)
Currency reserve - (18,993,994) (20,304,435) (20,304,435)
(18,993,994) -
Share based payment reserve 14,271,042 3,923,300 14,271,042 3,923,300 18,194,342
18,194,342
Total equity 292,970,841 278,766,212 300,534,424
271,202,629
Consolidated Consolidated Adjustment Consolidated
Statement of comprehensive income (extract)
2024 Increase/ 2024
(Decrease) (Restated)
$ $ $
Loss for the period (before taxation) (13,367,832) - (13,367,832)
Taxation 1,822,247 (1,822,247) -
Loss for the period (after taxation) (11,545,585) (1,822,247) (13,367,832)
Other comprehensive income for the period (52,924) - (52,924)
Total comprehensive loss for the period (11,598,509) (1,822,247) (13,420,756)
Basic and diluted loss per share (1.25)¢ (0.19)¢ (1.44)¢
The correction of the error in the consideration for the Great Bear companies
had no impact on the Statement of Cash Flows for any period.
4. Loss per share
The total loss per ordinary share from continuing operations for the group is
0.38 U.S. cents - loss (2024: 1.44 cents U.S. - loss). The loss is calculated
by dividing the loss for the year by the weighted average number of ordinary
shares in issue of 1,119,477,932 (2024: 925,860,425).
Because the Company has reported a net loss for all periods presented, diluted
net loss per share is the same as basic net loss per share as all of the
potentially dilutive shares were anti-dilutive in those periods.
The diluted weighted average number of shares in issue is 1,142,998,513 (2024:
976,299,346). Change in shares is reflected in note 17.
5. Operating loss
2025 2024
$ $
Operating loss is stated after charging:
Depreciation - office equipment - 4,399
Depreciation right of use assets 66,500 68,704
Auditor's agreed upon procedures 15,000 -
Auditor's remuneration (Company and Pantheon U.K. Entity) 152,500 172,392
6. Segmental information
The Company's activities involve the exploration for oil and gas. There are
two reportable operating segments: "U.S.", which includes the Alaskan
Operation plus administration based in Alaska and Texas and "U.K."; Office for
Pantheon Resources PLC. Each reportable segment adopts the same accounting
policies.
In compliance with IFRS 8 'Operating Segments', the following tables reconcile
the operational loss and the assets and liabilities of each reportable segment
with the consolidated figures presented in these Financial Statements,
together with comparative figures for the year ended 30 June 2025.
Year ended 30 June 2025
Geographical segment (Consolidated) U.K. U.S. Consolidated
$ $ $
Administration expenses (2,050,671) (9,326,416) (11,377,087)
Convertible bond and other - interest expense (4,274,798) (8,213) (4,283,011)
Convertible bond- impact of partial early repayment (1,401,699) - (1,401,699)
Convertible bond - revaluation of derivative liability 13,058,988 - 13,058,988
Interest receivable 873,080 111,777 984,857
Share based payments (1,211,398) - (1,211,398)
Income (Loss) by reportable segment 4,993,502 (9,222,852) (4,229,350)
Exploration & evaluation assets - 337,404,823 337,404,823
Property, plant & equipment - 63,437 63,437
Trade and other receivables 132,305 998,211 1,130,516
Cash and cash equivalents 9,212,689 4,006,917 13,219,606
Cash and cash equivalents - restricted 9,782,773 - 9,782,773
Restricted financial deposit - 3,400,000 3,400,000
Intercompany balances 387,652,127 (387,652,127) -
Total assets by reportable segment 406,779,894 (41,778,739) 365,001,155
Total liabilities by reportable segment (33,027,441) (18,586,748) (51,614,189)
Net assets by reportable segment 373,752,453 (60,365,487) 313,386,966
Year ended 30 June 2024 (as restated*)
Geographical segment (Consolidated)
U.K. U.S. Consolidated
$ $
$
Revenue - 13,393 13,393
Cost of sales - (7,153) (7,153)
Administration expenses (2,526,955) (6,246,793) (8,773,748)
Convertible bond and other - interest expense (4,889,255) (4,385) (4,893,640)
Convertible bond - revaluation of derivative liability (337,055) - (337,055)
Interest receivable 554,162 76,209 630,371
Loss by reportable segment (7,199,103) (6,168,729) (13,367,832)
Exploration & evaluation assets - 293,635,128 293,635,128
Property, plant & equipment 25,698 103,502 129,200
Restricted financial deposit - 2,400,000 2,400,000
Trade and other receivables 98,759 445,784 544,543
Cash and cash equivalents 7,543,991 369,871 7,913,862
Intercompany balances 314,596,886 (314,596,886) -
Total assets by reportable segment 322,265,334 (17,642,601) 304,622,733
Total liabilities by reportable segment (21,738,485) (5,981,024) (27,719,509)
Net assets by reportable segment 300,526,849 (23,623,625) 276,903,224
* Refer to note 3 for details
7. Employment costs
The employee costs of the Company are as follows:
2025 2024
$ $
Wages and salaries 4,292,646 3,224,433
Social security costs 242,307 214,898
Statutory pension costs 5,656 21,905
Share based payments 640,746 -
5,181,355 3,461,236
Summary of the directors' remuneration
Directors' Salary/Fee, Pension, Health Insurance Compensation ((7))
Director Fees/basic salary Pension Contributions Health Insurance 2025 2024
$ $ $ Total Total
$ $
D Hobbs ((1)) 240,844 37,308 278,152 269,544
M Easley ((2)) 196,025 12,624 208,649 0
J Brest 85,688 85,688 41,481
L Havard 85,688 85,688 20,741
A Hosford Scheirer 85,688 85,688 41,481
M Rutherford((3)) 3,625 3,625 0
J Cheatham ((4)) 435,432 569 436,001 433,370
R Rosenthal((5)) 416,042 545 416,587 395,205
J Hondris ((6)) 111,328 5,566 1,792 118,686 469,105
Total 1,660,360 5,566 52,838 1,718,764 1,670,927
D Hobbs contract covers 3 days per week ((1))
Appointed 28 February 2025 ((2))
Appointed 13 June 2025 ((3))
Retired 12 December 2025 ((4))
Retired 13 June 2025 ((5))
Resigned 27 September 2024 ((6))
Amounts reflect remuneration while a Director ((7))
2025 2024
Number of employees (including Executive Directors) at the end of the year:
Management and administration 18 12
8. Interest income
2025 2024
$ $
Bank Interest 984,857 630,371
9. Taxation
2025 (restated*)
2024
$ $
Current tax
US federal corporate tax - -
US state and local tax - -
UK corporate tax - -
Factors affecting the tax charge for the period
Income (loss) on ordinary activities before taxation (4,229,350) (13,367,832)
Income (loss) on ordinary activities before taxation multiplied by the (888,164) (2,807,245)
standard U.S. corporate tax rate of 21% (2024: U.S. corporate tax rate of 21%)
Effects of:
State of Alaska tax benefits associated with temporary book-to-tax differences (208,466) (448,411)
U.S. federal tax benefit associated with temporary book-to-tax differences - 105,313
U.S. federal tax benefit associated with reassessed future utilization of loss
carry forward
1,096,630 3,150,343
Total tax (credit)/charge - -
*see note 3 for details
Factors that may affect future tax charges
The Company's deferred tax assets and liabilities as at 30 June 2025 have been
measured at 21% for items subject to U.S. federal income tax only, items
subject to state of Alaska and U.S. federal income tax are reflected at an
Alaska rate of 9.4% and a U.S. federal rate, net of state of Alaska tax
deduction, of 28.426%. No deferred tax has been provided for the U.K. tax
losses as there is no expectation of the utilisation in the near future.
At the year-end date, the Company has unused losses carried forward of $135.8m
(2024: $136.9m) available for offset against suitable future profits. Unused
U.S. tax losses incurred prior to 1 January 2018 expire in general within 20
years of the year in which they are sustained. Losses sustained after 31
December 2017 do not expire. The U.K. tax losses carried forward are
approximately $13.6m (2024: $16m). A deferred tax asset in respect of the
unutilised carried forward losses has not been recognised due to the
uncertainty of the timing of any future profits.
The deferred tax liability at 30 June 2025 is $Nil (2024: $Nil). The deferred
tax liability is comprised of future tax benefits (deferred tax asset)
primarily associated with net operating losses generated in prior years and
the estimated loss generated in the current year, combined with future tax
expenses (deferred tax liability) associated with the book gain on bargain
purchase not yet recognized for income tax. Net operating losses will offset
future taxable income and reduce the tax liability that would otherwise be
incurred. The tax deferred gain on bargain purchase will result in future
taxable income greater than book net income.
10. Subsidiary entities
The Company currently has the following wholly owned subsidiaries:
Name Country of Incorporation Percentage ownership Activity Registered office address
Hadrian Oil & Gas LLC United States 100% Holding Company 22439 Vobe Court
Katy, Texas 77449
Agrippa LLC United States 100% Holding Company 1013 Centre Road Suite 402-A
Wilmington, Delaware 19805
Pantheon Oil & Gas LP United States 100% Oil & Gas exploration 1501 South Mopac Expressway Suite 220
Austin, Texas 78746
Great Bear Petroleum Ventures I, LLC United States 100% Lease Holding Company 8585 Old Dairy Road, Suite 208
Juneau, Alaska 99801
Great Bear Petroleum Ventures II, LLC United States 100% Lease Holding Company 8585 Old Dairy Road, Suite 208
Juneau, Alaska 98901
Great Bear Pantheon, LLC United States 100% Operating Company 1501 South Mopac Expressway, Suite 220
Austin, Texas 78746
Pantheon East Texas, LLC United States 100% Holding Company 1501 South Mopac Expressway, Suite 220
Austin, Texas 78746
Pantheon Operating Company, LLC United States 100% Operating Company 1501 South Mopac Expressway, Suite 220
Austin, Texas 78746
Borealis Petroleum LLC United States 100% Lease Holding Company 3705 Arctic Blvd. # 2324 Anchorage, Alaska, 99503
Pantheon Oil & Gas LP is 99% owned by Agrippa LLC as its limited partner
and 1% by Hadrian Oil & Gas LLC as its general partner.
11. Trade, other receivables, and deposits
Consolidated Consolidated Pantheon U.K. Entity Pantheon U.K. Entity
2025 2024 2025 2024
$ $ $ $
Amounts falling due within one year:
Prepayments & accrued income 1,046,228 467,026 125,389 98,759
Other receivables and deposits 84,288 77,517 6,916 7,575
Total 1,130,516 544,543 132,305 106,334
Consolidated Consolidated Pantheon U.K. Entity Pantheon U.K. Entity
2025 2024 2025 *Restated 2024
$ $ $ $
Amounts falling due after one year:
Loans to subsidiaries - - 387,652,127 314,596,886
*see note 3 for details
An annual impairment review of the amount due from subsidiary undertakings
(loans to subsidiaries) is performed by comparing the expected recoverable
amount of the subsidiary's underlying tangible and intangible assets to the
carrying value of the loan in the Company's statement of financial position.
This has been assessed in line with IFRS 9 for credit losses however
recoverability is supported by the underlying assets.
On the basis of ongoing annual assessments, the lifetime expected credit
losses are recognised against loans and receivables when they are identified
and are recorded in the statement of comprehensive income.
12. Cash and cash equivalents
Consolidated Consolidated Pantheon U.K. Entity Pantheon U.K. Entity
2025 2024 2025 2024
$ $ $ $
Cash at bank and in hand 13,219,606 7,913,862 9,212,689 7,543,9911
Restricted cash 9,782,773 - 9,782,773 -
The restricted cash balance of $9,782,773 is restricted for use under terms
of the SHK convertible bond agreement which requires sufficient funds be held
in escrow to offset the principal balance of the Heights convertible bond
obligation, the company can request the release of funds from escrow to reduce
the escrow fund balance to match the remaining principal balance.
13. Trade and other payables
Consolidated Consolidated Pantheon U.K. Entity Pantheon U.K. Entity
2025 2024 2025 2024
$ $ $ $
Trade creditors 78,290 50,470 77,328 49,403
Other payables and deposits 10,370,978 653,026 240,622 229,461
Total 10,449,268 703,496 317,950 278,864
14. Asset retirement obligation and provisions
Plug and abandonment Provision
The Company recognises a decommissioning liability where it has a present
legal or constructive obligation as a result of past events, and it is
probable that an outflow of resources will be required to settle the
obligation, and a reliable estimate of the amount of obligation can be made.
The obligation generally arises when the asset is installed, or the
ground/environment is disturbed at the field location. A breakdown of these
costs is detailed at Note 20. The Company recognized $8.4m for the year ended
30 June 2025 ($5.2m for 30 June 2024). The increase of these costs is due to
providing for cost of new wells added in 2025.
Legal Costs
Legal costs for 30 June 2024 have been provided for due to an ongoing dispute
with a third-party vendor as detailed in Note 24.
Consolidated Consolidated Pantheon U.K. Entity Pantheon U.K. Entity
2025 2024 2025 2024
$ $ $ $
Legal costs - 250,000 - -
Other provisions - Irrecoverable VAT - 470,630 - 470,630
Total - 720,630 - 470,630
Provisions - Consolidated 2025
Plug and
abandonment Other Total
$ $ $
Opening balance as at 30 June 2024 5,200,400 720,630 5,921,030
(Decrease)/Increase in period 3,186,000 (720,630) 2,465,370
Closing balance as at 30 June 2025 8,386,400 - 8,386,400
Provisions - Consolidated 2024
Plug and
abandonment Other Total
$ $ $
Opening balance as at 30 June 2023 5,200,400 812,838 6,013,238
(Decrease)/Increase in period - (92,208) (92,208)
Closing balance as at 30 June 2024 5,200,400 720,630 5,921,030
15. Exploration and evaluation assets
Consolidated 2025 2024
$ $
Cost
At 1 July 293,635,128 286,798,461
Additions 40,713,807 6,966,779
Additions to asset retirement obligations 3,186,000 -
At 30 June 337,534,935 293,765,240
Impairment
As at 1 July 130,112 130,112
Charge for year - -
At 30 June 130,112 130,112
Net book value
At 30 June 337,404,823 293,635,128
The Company's additions for the year comprise the direct costs associated with
the preparation of drilling of oil and gas wells, together with costs
associated with leases and seismic acquisition and processing.
An assessment for indicators for impairment was conducted on all of the
Company's exploration and evaluation assets. Indicators of impairment included
asset specific criteria such as, but not limited to, the emergence of negative
geological/geophysical analysis, unsuccessful drilling results, a
deterioration in the Company's lease position, and the presence of relevant
regional drilling data. The successful drilling campaign over recent years,
reinforced by the external validation from third party experts on the
Company's geological data, including, amongst other, receipt in the 2024
fiscal year of the three favorable IERs from NSAI (relating to Kodiak), CGA
(relating to Ahpun - Western Topset), and LKA (relating to Ahpun - Alkaid),
has caused the Company to conclude that no impairment was required. In
making assessments for indicators of impairment other criteria were considered
such as, but not limited to, changes to commodity prices, a worsening of
regulatory or environmental factors and macroeconomic conditions. The Company
considered such indicators for impairment and concluded that no impairment was
required.
16. Unsecured convertible bonds
At 30 June 2025 the total unsecured convertible bonds (Heights Convertible
Bond and SHK Convertible Bond) are shown in the Consolidated Statement of
Financial Position in the following categories;
$
Convertible bond - debt component (Current liability) 8,971,051
Convertible bond - debt component (Non-current liability) 19,300,844
Convertible Bond - derivative component (Non-current liability) 4,437,596
Total 32,709,491
Heights Convertible Bond
In December 2021, the Company issued $55m worth of senior unsecured
convertible bonds ("Heights Bond") to a fund advised by Heights Capital
Ireland LLC, a global equity and equity-linked focused investor. At the end of
the financial year, 30 June 2025, the notional outstanding balance is $9.8m.
These 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 originally due in December 2026. The quarterly amortisations under
the Convertible Bonds 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 above $0.83480 per share) or a 10% discount to the arithmetic
average of the daily volume weighted average prices ("VWAP") in the 10 day or
3 day trading period prior to pricing date. Additionally, the bondholder has
the option to partially convert the Existing Convertible Bonds at its
discretion. A full summary of the terms of the 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 Existing 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 annual Effective Interest
Rate ("EIR") of 20.41%.
These amounts will be revalued every balance sheet date with the differences
being accounted for in the consolidated statement of comprehensive income. For
the period end date of 30 June 2025, the third party expert valuation group
performed its Monte-Carlo simulation and valuation calculations to determine
the new value for the derivative liability to be $310,798. The resulting
movement of $462,796 was posted to the consolidated statement of comprehensive
income to the account "Revaluation of derivative liability". At 30 June 2025
the Existing Convertible Bond is shown in the Consolidated Statement of
Financial Position in the following categories:
Unsecured convertible bond (Heights Convertible Bond)
Debt Derivative Total
$ $ $
Opening balance 1 July 2024 20,217,709 744,851 20,962,560
Non-cash flow bond amortisation (5,243,000) - (5,243,000)
Bond amortisation - settled in cash (5,194,000) - (5,194,000)
Non-cash flow forex movement (107,647) 28,743 (78,904)
Bond early settlement Sept26 & Dec26 (x2 Quarters) - Non cash-flow (3,509,903) - (3,509,903)
Non-cash flow interest 2,807,892 - 2,807,892
Non-cash flow revaluation of derivative liability - (462,796) (462,796)
Closing balance 30 June 2025 8,971,051 310,798 9,281,849
Repayments of Heights Convertible Bond
In July 2024, the Company made an early repayment of $4.9m against the
Convertible Bond through the issuance of 22,380,254 shares at a price of
$0.2206 (£0.17) per share. This early repayment shortened the maturity date
from the original December 2026 to June 2026. After the settlement, the
outstanding balance of the convertible bond was reduced
from $24.5m to $19.6m.
In September 2024, the Company made the quarterly principal repayment
of $2.45m and the quarterly interest payment of $0.224m through the
issuance of new shares. Pursuant to the terms of the Convertible Bond
agreement a total of 14,244,459 new ordinary shares was issued in settlement
of this Quarterly Repayment. After settlement of the Quarterly
Repayment, the principal remaining under the Convertible Bond was reduced
by $2.45m from $19.6m to $17.15m.
In December 2024, the Company made the Quarterly Repayment of principal in the
amount of $2.45m and interest in the amount of $0.1715m. The Quarterly
Repayment was made on 13 December 2024 and was settled in its entirety.
After settlement of the Quarterly Repayment, the principal remaining under
the Convertible Bond was reduced by $2.45m from $17.15m to $14.7m.
In March 2025, the Company made the Quarterly Repayment of principal in the
amount of $2.45m and interest in the amount of $0.147m. After settlement of
the Quarterly Repayment, the principal remaining under the Convertible Bond
was reduced by $2.45m from $14.7m to $12.25m.
In June 2025, the Company made the Quarterly Repayment of principal in the
amount of $2.45m and an interest payment of $0.123m in respect of its senior
unsecured convertible bonds. The principal remaining under the Convertible
Bond was reduced by $2.45m from $12.25m to $9.8m.
Subsequent to the financial year end, the Company made further repayments of
$7.35m of principal with the final $2.45m principal remaining on the bond
settled in December 2025.
SHK Convertible Bond
In February 2025, the Company announced that it has agreed to issue
between $30.5m and $35m in the aggregate principal amount of senior
convertible bonds ("SHK Convertible Bond" due March 2028 to Sun Hung Kai
& Co. Limited and its affiliates, clients and funds managed or advised by
them (the "Convertible Bond Investor"), as the lead investor to the
Convertible Bonds. The Company agreed to issue, and the Convertible Bond
Investor agreed to subscribe for, the Convertible Bonds on or before 24 March
2025.
On 26 February 2025, Pantheon granted the Convertible Bond Investor the sole
right to increase the aggregate amount of the New Convertible Bonds to $35.0m
and, on 28 February 2025, the New Convertible Bond Investor made the election
and exercised that right to increase the offering size of the Convertible
Bonds to $35.0m.
On 24 March 2025, the Company entered into the definitive documentation for
and has issued $35m in aggregate principal amount of senior convertible
bonds due March 2028.
The SHK Convertible Bond has a coupon of 5.0% per annum payable quarterly in
arrears commencing three months from 24 March 2025 (the "Issue Date"). In
the absence of a conversion or redemption, they will mature on the third
anniversary ("24 March 2028"). The initial conversion price will be $0.8675
subject to adjustment for splits, consolidations, and similar corporate
actions.
The SHK Convertible 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 (March 2025) the $35m bonds were split, $18,277,000 for the debt
component and $16,723,000 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 three-year life to determine the ultimate value
of the conversion option. This produced a calculated Effective Interest Rate
("EIR") of 29.54%. For the year end date of 30 June 2025, the third-party
expert valuation group performed their Monte-Carlo simulation and valuation
calculations to determine the value for the derivative component to be
$4,126,798. The resulting movement of $12,596,202 was posted to the
consolidated statement of comprehensive income to the account "Revaluation of
derivative liability". These amounts will be revalued every balance sheet date
with the differences being accounted for in the consolidated statement of
comprehensive income.
Unsecured convertible bond (SHK Bond)
Debt Derivative Total
$ $ $
Opening balance 24 March 2025 18,277,000 16,723,000 35,000,000
Coupon payment - settled in cash (437,500) - (437,500)
Non-cash flow forex movement (4,902) - (4,902)
Non-cash flow interest 1,466,246 - 1,466,246
Non-cash flow revaluation of derivative liability - (12,596,202) (12,596,202)
19,300,844 4,126,798 23,427,642
Closing balance 30 June 2025
Repayments SHK Bond
Subsequent to 30 June 2025, the Company redeemed $6.5m of the $35m of the
SHK convertible bonds due 2028 and issued to the bondholders 22,519,865
Ordinary Shares with an aggregate value at the Issue Price equal to the amount
redeemed. Following these redemptions, the outstanding principal amount of the
2025 Bonds was reduced to $28.5m.
17. Share capital
2025 2024
1,518,779,398 1,241,773,112
Authorized, ordinary shares at £0.01 each
15,483,873 13,139,392
Allotted, issued and fully paid:
1,142,998,513 (2024: 960,919,660) ordinary shares of £0.01 each
Issued share capital:
Number
Issued and fully paid capital
$
As at 30 June 2025 1,142,998,513
ordinary share 1,142,998,513 15,483,873
s of £0.01 each (2024: 960,919,660)
Total 1,142,998,513 15,483,873
A summary of movements in share capital is summarised in the table below.
Movement in ordinary shares Number Share Share premium
capital $
$
As at 30 June 2024 (restated*) 960,919,660 334,499,828
13,139,392
August 24 - Equity fund raise 132,454,566 1,705,882 25,751,301
August 24 - Equity issue - early bond repayments 22,380,254 288,235 4,611,765
September 24 - Convertible bond amortization 14,244,459 184,777 2,461,223
October 24 - Directors and chairman subscription 261,696 3,364 67,960
November 24 - Private placement 9,108,756 115,682 2,505,655
March 25 - Convertible bond amortization 3,629,122 46,541 2,550,459
As at 30 June 2025 1,142,998,513 15,483,873 372,448,191
*see note 3
18. Net cash outflow from operating activities
Consolidated Consolidated
2025 2024
$ $
Loss for the year (4,229,350) (13,367,832)
Net interest received (984,857) (629,614)
Share based payments 1,211,398 -
Depreciation of office equipment - 4,399
Depreciation of right of use assets 66,449 68,704
Interest expense 4,283,010 4,892,883
Convertible bonds - revaluation of derivative liability (13,058,988) 337,055
Convertible bonds - Partial early repayment 1,401,699 -
Decrease in provisions (720,630) (96,209)
Increase in trade and other receivables (1,585,973) (385,020)
Increase/(Decrease) in trade and other payables 9,745,777 (2,137,115)
Effect of translation differences (355,673) (52,666)
Net cash outflow from operating activities (4,227,138) (11,365,415)
Net cash outflow from operating activities
Pantheon U.K. Entity Pantheon U.K. Entity
2025 2024
$ $
Profit/(Loss) for the year 4,993,503 (7,199,103)
Net interest received (984,857) (556,626)
Share based payments 1,211,398 -
Depreciation - 4,399
Depreciation of right of use assets 26,384 52,010
Interest Expense 4,274,798 4,888,498
Convertible bond - revaluation of derivative liability (13,058,988) 337,055
Convertible bonds - partial early repayment 1,401,699 -
Decrease in other provisions (483,183) (92,889)
(Increase)/Decrease in trade and other receivables (16,020) 46,799
Increase/(Decrease) in trade and other payables 14,550 (333,593)
Effect of translation differences 2,285,947 52,716
Net cash outflow from operating activities (334,769) (2,800,734)
19. Control
No one party controls the Company.
20. Decommissioning costs
Plug and Abandonment
The Directors have considered the environmental issues and the need for any
necessary provision for the cost of rectifying any environmental damage, as
might be required under local legislation. As at 30 June 2025 the Company has
fully provided for the future plug and abandonment charges in relation to its
wells on the Alaskan North Slope. In situations in which a well will likely be
used as a future disposal well, that fact is taken into account.
The Company provides for the estimated costs of future plug/abandonment and
environmental remediation and rehabilitation for all wells drilled if not
abandoned at that time, and for the estimated costs of future decommissioning,
remediation and rehabilitation costs for the gravel pad at Alkaid #2 at such
time as those wells/pad(s) come to the end of their respective useful life. By
way of example, in a case where a successful well is expected to produce
hydrocarbons for a period of 15 years, then the abandonment/rehabilitation
provision would be made at the time the well is completed and comes on stream;
however, the actual expenditure would not be expected to occur when the works
are performed in 15 years' time, i.e., the provision is made today for work
expected in 15 years' time. Similarly, the end of the life of the gravel pad
supporting Alkaid#2 and future wells drilled from that location would occur at
such time as all producing wells have depleted and the pad would serve no
further purpose. Based on this approach, the Company estimates its future
plug/abandonment and environmental remediation liabilities as follows:
Consolidated Consolidated
2025 2024
Alaska $ $
Alkaid #1 well 666,000 666,000
Alkaid #2 well 2,970,400 2,970,400
Megrez 1,741,000 -
Dubhe 1,707,000 -
Talitha #A well 1,302,000 1,564,000
As at 30 June 2025 8,386,400 5,200,400
21. Exploration and evaluation commitments
There were no firm drilling commitments at 30 June 2025.
22. Financial instruments
The Company's principal financial instruments comprise cash and cash
equivalents, trade and other receivables, convertible bonds and trade and
other payables. Financial assets and liabilities are initially measured at
fair value plus transaction costs.
The main purpose of cash and cash equivalents financial instruments is to
finance the Company's operations. The Company's other financial assets and
liabilities, such as receivables and trade payables, arise directly from its
operations. It is, and has been throughout the entire period, the Company's
policy that no proprietary trading in financial instruments for speculative
purposes shall be undertaken. The Company uses treasury notes and other fixed
deposits as a mechanism for maximising interest income on deposits.
The main risk arising from the Company's financial instruments is market risk.
Other minor risks are summarised below. The Board reviews and agrees policies
for managing each of these risks.
Market risk
Market risk is the risk that changes in market prices, and market factors such
as foreign exchange rates and interest rates will affect the entity's income
or the value of its holdings of financial instruments.
The objective of market risk management is to manage and control market risk
exposures within acceptable parameters while optimising the return.
Sensitivity Analysis - how does foreign exchange and interest rate changes
affect income
The Oil and Gas operational activities of the group are pre-production. The
revenue earned in the prior financial year was a one-off, resulting from flow
testing for a limited period of time; this testing has now ceased and is
non-repetitive. Hence, there is very limited potential impact on income and no
impact on equity.
Sensitivity Analysis - how does foreign exchange and interest rate changes
affect holdings in financial instruments
Regarding the cash at bank, the interest receivable is a function of the
interest rate that the depositing bank assigns to the account. There is
limited potential impact on income and no impact on equity.
Interest rate risk
The Company's exposure to the risks of changes in market interest rates
relates primarily to the Company's cash and cash equivalents with a floating
interest rate. These financial assets with variable rates expose the Company
to cash flow interest rate risk. The Company maintains its cash balance by
applying certain non-committed cash deposits to higher yielding overnight
deposit accounts, yielding interest on those deposits. Restricted cash held in
escrow and certificates of deposit pledged against state of Alaska obligations
are additionally subject to interest rate risk. All other financial assets
and liabilities in the form of receivables and payables are non-interest
bearing. The Company does not engage in any hedging or derivative transactions
to manage interest rate risk.
In regard to its interest rate risk, the Company continuously analyses its
exposure. Within this analysis consideration is given to potential renewals of
existing positions, alternative investments and the mix of fixed and variable
interest rates. The Company has no policy as to maximum or minimum levels of
fixed or floating instruments.
The Convertible bonds have a fixed interest coupon rate payable of 4% per
annum for the Heights Convertible Bond and 5% per annum for the SHK
Convertible Bond. This rate is fixed throughout the life of the bond. However,
due to the presence of a derivative component within the convertible bonds
(Heights Convertible Bond and SHK Bond) as described in Note 16, from an
accounting perspective, an Effective Interest Rate of 20.41% for the Heights
Convertible Bond and 29.54% for the SHK Convertible Bond have been calculated
to apply to the debt components of the convertible bonds. This has in turn
been charged to the Statement of Comprehensive Income.
Interest rate risk is measured as the value of assets and liabilities at fixed
rate compared to those at variable rate.
Financial assets Weighted average interest rate Weighted average interest rate
6/30/2025 6/30/2024
% %
Cash on deposit -variable rate 4.0% 5.1%
Restricted cash - variable rate 4.0% -
Net fair value
The net fair value of financial assets and financial liabilities approximates
to their carrying amount as disclosed in the statement of financial position
and in the related notes.
The fair value measurement hierarchy is as follows:
· Level 1 - Quoted prices (unadjusted) in active markets for identical
assets or liabilities;
· Level 2 - Inputs other than quoted prices included within level 1
that are observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices); and
· Level 3 - Inputs for the asset or liability that are not based on
observable market data (i.e. unobservable inputs
The convertible bonds and the stock options are measured using a Level 2
hierarchy.
Currency Risk
The functional currency for the Company's North American operating activities
and exploration activities is the U.S. dollar. The Company incurs general
administration and advisory expenses in the Parent Company in Pounds Sterling,
which is its functional currency. The Company does not use derivative products
to hedge foreign exchange risk and has exposure to foreign exchange rates
prevailing up to the dates when funds are transferred into different
currencies. The Company raises equity capital in Pounds Sterling and converts
the majority of this to U.S. dollars to minimise currency risk. The Company
continues to keep the matter under review.The convertible bonds are
denominated in U.S. dollars with all repayments paid in U.S. dollars.
For the Heights Convertible Bond, Quarterly repayments are made, at the
Company's election, either in cash or shares. When paid in shares the Relevant
Share Settlement Price of shares for the purpose of the calculation is the
lower of a 10% discount to the 3-day or 10-day volume weighted average share
price (VWAP) or a predetermined reference price, currently $0.8348. For the
purpose of calculating VWAP, the daily USD/GBP exchange rate is applied,
introducing a currency risk which may or may not result in a differing number
of shares being used to settle a repayment, dependent upon the exchange rate.
For the SHK Convertible Bond, no quarterly repayments of principal is
required, The SHK Convertible Bond has a coupon of 5.0% per annum payable
quarterly in arrears commencing three months from 24 March 2025 (the "Issue
Date"). In the absence of a conversion or redemption, they will mature on the
third anniversary ("24 March 2028"). The initial conversion price will be
$0.8675 subject to adjustment for splits, consolidations, and similar
corporate actions.
Liquidity risk
Prudent liquidity risk management includes maintaining sufficient cash
balances to ensure the Company can meet liabilities as they fall due. In
managing liquidity risk, the main objective of the Company is therefore to
ensure that it has the ability to pay all of its liabilities as they fall due.
The Unsecured convertible bond liabilities can, at the Company's election, be
met through the issuance of ordinary shares rather than cash. The Company
monitors its levels of working capital to ensure that it can meet its
liabilities as they fall due. The Company monitors its liquidity position
carefully and considers equity fundraising, debt or farmouts when additional
liquidity is required. The table below shows the undiscounted cash flows on
the Company's financial liabilities as at 30 June 2025 and 2024, on the basis
of their earliest possible contractual maturity.
Total Payable on demand Within 1-3 months Within 3-6 months Within 6-12 months Greater than 1 year
$ $ $ $ $ $
As at 30 June 2025
Trade creditors 78,290 - 78,290 - - -
Accruals 10,370,978 - 10,370,978 - - -
Lease liabilities 69,030 - 11,490 11,490 23,545 22,505
Unsecured convertible bond 32,709,491 - 2,450,000 2,450,000 4,900,000 22,909,491
Asset Retirement Obligation 8,386,400 - - - - 8,386,400
51,614,189 - 12,910,758 2,461,490 4,923,545 31,318,396
As at 30 June 2024
Trade creditors 720,630 - 720,630 - - -
Accruals 703,496 - 703,496 - - -
Lease liabilities 132,423 - 22,704 22,797 23,529 63,393
Unsecured convertible bond 20,962,560 - 2,450,000 2,450,000 4,900,000 11,162,560
Asset Retirement Obligation 5,200,400 - - 5,200,400
27,719,509 - 3,896,830 2,472,797 4,923,529 16,426,353
Financial risk management
The Directors recognise that this is an area in which they may need to develop
specific policies should the Company become exposed to wider financial risks
as the business develops.
Credit risk management
Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial loss to the Company.
The Company has adopted a policy of only dealing with what it believes to be
creditworthy counterparties and would consider obtaining sufficient collateral
where appropriate, as a means of mitigating the risk of financial loss from
defaults. The Company's exposure and the credit ratings of its counterparties
are continuously monitored, and the aggregate value of transactions concluded
is spread across approved counterparties.
The maximum exposure to credit risk is $1,130,516 (2024: $2,944,542). These
items are also reflected in note 11.
Capital management
The Company's capital management objectives are:
· To provide long-term returns to shareholders,
· To ensure the Company's ability to continue as a going concern.
The Company defines and monitors capital to ensure that the Company meets its
objectives above, focussing on long-term share price growth, long term growth
in production and resources, and a short-term requirement to ensure a going
concern.
The Board of Directors monitors the available capital as well as the Company's
commitments and adjusts the level of capital as is determined to be necessary
by issuing new shares. The Company is not subject to any externally imposed
capital requirements. These policies have not changed in the year. The
Directors believe that they have been able to meet their objectives in
managing the capital of the Company.
23. Share-based payments
Movements in Share Options - Vested
When share options granted under the Company's share-based payment plan have
vested but subsequently expire unexercised, no additional expense is
recognised. In accordance with IFRS 2, previously recognised share-based
payment expenses are not reversed, as the services for which the awards were
granted have already been received. Upon expiry of vested but unexercised
options, the related balance within the share-based payment reserve is
reclassified within equity to retained losses. This reclassification does not
affect the Statement of Comprehensive Income.
Exercise price Date Issued Number of options vested at 30 June 2024 Number of options expired during the year Number of options vested at 30 June 2025
£0.300((1)) Sept 2014 4,825,000 (4,825,000)
-
£0.270((2)) July 2020 7,000,000 - 7,000,000
£0.330((3)) Jan 2021 12,430,000 - 12,430,000
£0.671((4)) Jan 2022 21,380,000 - 21,380,000
Total 45,635,000 (4,825,000)
40,810,000
Movements in share warrants in issue
Exercise price Number of Issued during year Expired / Exercised during year Number of
warrants as of warrants as of
30 June 2024 30 June 2025
£0.30 1 (#_ftn1) ((5)) 4,803,921 - 4,803,921 -
Total 4,803,921 - 4,803,921 -
Movements in share warrants in issue
Exercise price
Number of
warrants as of
30 June 2024
Issued during year
Expired / Exercised during year
Number of
warrants as of
30 June 2025
£0.30 1 (#_ftn1) ((5))
4,803,921
-
4,803,921
-
Total
4,803,921
-
4,803,921
-
(1) Fully vested. Issued 2014. Expire September 2024. Exercise price
£0.30/share. Previously fully expensed.
(2) Fully vested and expire on the 6 July 2030. Issued 2020. Exercise price
£0.27/share. Previously fully expensed.
(3) Fully vested and expire on 27 January 2031. Issued 2021. Exercise price
£0.33/share. Previously fully expensed.
(4) Fully vested and expire 14 January 2027. Issued 2022. Exercise price
£0.671/share.
(5) Fully vested. Issued 2019. Exercisable into non-voting shares, which are
convertible into ordinary fully paid shares on a 1:1 basis. Exercise price
£0.30/share. Previously fully expensed. In 2019 the Group issued 9,607,843
warrants as part of the consideration for the acquisition of Great Bear
Petroleum. The terms of these warrants mirror the terms of the share options
referenced in footnote (1) above, however upon exercise they convert on a 1:1
basis into non-voting shares as opposed to ordinary shares. 4,803,921 of these
remain unexercised at the years end. These warrants all expired unexercised in
September 2024.
The Company has previously granted share options to directors, employees and
consultants under the Staff share option plan, although none had been granted
under this option plan since January 2022. Share options are equity settled
share-based payments as defined in IFRS 2 Share-based payments. A recognised
valuation methodology (the monte carlo valuation model for financial year
ended 2025 and Black-Scholes model for financial year ended 2024) was employed
to determine the fair value of options granted with the associated charge
being expensed to the Income Statement on a pro rate basis based on vesting.
The weighted average exercise price of share options outstanding and
exercisable at the end of the period was £0.50 (2024: £0.46). The Share
Option and Restricted Stock Units expense charge to the Consolidated Statement
of Comprehensive Income for the year ending 30 June 2025 is $nil (2024: nil).
The Share options granted under the Staff share option plan all vested as at
30 June 2025.
New Incentive Plan - replacement Employee Share Ownership Plan ("ESOP")
In October 2024, Pantheon announced details of its replacement ESOP ("2024
ESOP") for all employees and a Long-Term Incentive Plant ("LTIP") for
Executive Directors and certain officers of the Company.
Historically, the Company's long term incentive programme comprised two
components; (1) share options, and (2) a milestone-based plan whereby benefits
accrued upon the booking of reserves, put in place when Pantheon's core focus
was in East Texas. No benefit was ever paid from the second plan and, in late
2023 Pantheon announced the cancellation of this reserves-based incentive
plan.
The Company retired its remaining share option-based incentive plan
(originally adopted in 2009 and amended in 2014) with the ESOP which, where
practicable, looks to follow the principles of the Main Market of the London
Stock Exchange. No share options had been awarded to employees since January
2022.
The new ESOP reduces the total award limit to 10% of the current total issued
share capital of the Company over a 10-year period (down from 15% under the
2009 plan), with a maximum of 5% of this limit awarded as discretionary awards
to individuals, rather than as part of a common award scheme.
Pantheon's Non-Executive Directors ("NEDs") do not participate in the ESOP.
However, each of them is committed to investing personally in the Company.
While the ESOP is flexible and permits a range of awards, the Remuneration
Committee has adopted an award framework split into two elements:
Share Award Scheme Framework
The Company adopted a revised remuneration structure available to all staff,
consisting of base pay and a significant proportion (with a minimum of 25%
rising to 33% for senior employees) of overall remuneration paid in contingent
share awards or Restricted Stock Units ("RSU's"). Contingent share awards are
share grants with deferred vesting and potentially other conditions to issue.
RSUs are non-tradable securities with deferred vesting, which is forfeited
upon resignation and convertible into ordinary shares of the Company on a one
for one basis at vesting.
Contingent share awards and RSUs can have slightly different tax treatment
depending on the holder's residency.
In October 2024, under the new ESOP, the Company issued in aggregate 9,087,584
Restricted Stock Units across all staff members (excluding NEDs). Subsequent
to the RNS dated October 23, 2024, an additional 191,175 RSUs were granted
making the total grant 9,278,756. The RSUs were priced at $0.2206, being the
£0.17 price for the July 2024 equity placement, using current exchange rates,
and represented a small premium to the closing share price on the day prior to
issue. Under the Share Award Scheme, the initial RSUs, granted to all staff,
vest over three years beginning in 2025. Subsequent awards will generally be
issued at the market price and vest over three years beginning on the first
anniversary of a grant.
The Company anticipates annual grants under the Share Award Scheme following
the Annual General Meeting ("AGM") each year on a consistent basis, with new
employees typically becoming eligible for such grants 12 months from their
joining date unless earlier eligibility is expressly agreed by the Board.
LTIP
The Company also adopted a strategy for discretionary incentives that involves
issuing out-of-the-money options to senior management, which are subject to
milestone- and/or time-based vesting conditions. In October 2024, under the
new ESOP, the Company made an aggregate initial award of options over
9,500,000 ordinary shares in the Company. The exercise price of the initial
option grant, the first for more than two and a half years, was $0.835 (c.
64p at current exchange rates), representing a 290% premium to the share price
of 16.56p (as at close on 22nd October 2024). In March 2025 additional
options for over 5,000,000 ordinary shares were awarded at a strike price of
$1.150.
Accordingly, the total initial awards issued under the ESOP in October 2024
(being the Share Award Scheme and LTIP) aggregate to 18,587,584 shares or
1.64% of the current issued share capital. This brings the total awards under
the ESOP plan combined with all options granted in the past 10 years to 6.1%,
of the newly reduced headroom of 10%.
Movement in Share Options under the 2024 ESOP
When share options are granted under the Company's share-based payment plan,
the cost of the share option is recognized as an employee expense, with the
corresponding increase inequity, over the vesting period.
Exercise price Date Issued Number of options unvested as 30 June 2024 Issued During Year Vested During Year Number of unvested options as of 30 June 2025
$0.835 Oct 2024 - 9,500,000 - 9,500,000
$1.150 Mar 2025 - 5,000,000 - 5,000,000
Total - 14,500,000 - 14,500,000
The assumptions used in the valuation of stock options is as follows:
Assumption 6/30/2025 6/30/2024
Risk free rate 4.11% 1.64%
Volatility 94.3% 91.4%
Early exercise multiple 2.80x 2.80x
The Company's volatility is based on the Company's historical volatility
estimated as of the Grant Date and measured over a period commensurate with
the Contractual Term.
Movement in RSUs under the 2024 ESOP
RSUs are measured at fair value (excluding the effect of non-market based
vesting conditions) at the date of grant. The fair value determined at the
grant date of the equity settled share-based payments is expensed on a
straight-line basis over the vesting period, based on the Company's estimate
of shares that will eventually vest and adjusted for non-market based vesting
conditions.
RSU's issued during the year:
Issue Date RSUs at 30 June 2024 Issued During Year Issue Price Forfeited During Year RSUs at 30 June 2025
Oct 2024 - 9,278,756 $0.2206 - 9,278,756
Mar 2025 - 3,191,177 $0.8366 - 3,191,177
Total - 12,469,933 - 12,469,933
The awarded RSU's vest according to the following schedule:
Issue Date Total awards during the year Vesting Vesting Vesting April 2027 Vesting April 2028 Vested at 30 June 2025 Unvested at 30 June 2025
April 2025 April 2026
Oct 2024 9,278,756 3,092,918 3,092,919 3,092,919 - 3,092,918 6,185,838
Mar 2025 3,191,177 - 1,063,725 1,063,725 1,063,726 - 3,191,177
Total 12,469,933 3,092,918 4,156,644 4,156,644 1,063,726 3,092,918 9,377,015
The awarded RSU's vest according to the following schedule:
Issue Date Total awards during the year Vesting Vesting Vesting April 2027 Vesting April 2028 Vested at 30 June 2025 Unvested at 30 June 2025
April 2025 April 2026
Oct 2024 9,278,756 3,092,918 3,092,919 3,092,919 - 3,092,918 6,185,838
Mar 2025 3,191,177 - 1,063,725 1,063,725 1,063,726 - 3,191,177
Total 12,469,933 3,092,918 4,156,644 4,156,644 1,063,726 3,092,918 9,377,015
The total Share Option and Restricted Stock Units expense charge to the
Consolidated Statement of Comprehensive Income for the year ending 30 June
2025 is $1,211,398 (2024: $Nil).
The share-based payments account represents current year expenses for
unexpired options and warrants and the historical balance on vested option and
warrants.
24. Contingent liabilities
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 dispute:
Previously, 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"). Pantheon Resources PLC 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 in April 2020.
Neither Pantheon Resources Plc nor any of its subsidiary entities were
signatories to the gas treating agreement and none are named in the agreement.
Pantheon took legal advice on the matter and concluded it had no liability to
Kinder Morgan. Accordingly, Pantheon made no provision in previous financial
statements, or in the ones for this period.
In 2021, the court dismissed Kinder Morgan's claims against Pantheon
Resources plc. Kinder Morgan then asserted claims against two subsidiaries,
Pantheon Oil & Gas, LP and Pantheon East Texas, LLC. In January 2025,
following a jury trial, the trial court entered final judgment in favour of
the Pantheon entities, without awarding attorney fees to either party. Kinder
Morgan did not file a notice of appeal, and the deadline for such notice
passed in April 2025. The matter is now considered closed.
25. Reserves
Share capital
The share capital account represents the consideration received for the shares
issued at their nominal
or par value.
Share premium
The share premium reserve represents the excess of consideration received for
shares issued above their nominal value net of transaction costs.
Retained earnings
Retained losses represent the cumulative profit and loss.
Currency reserve
The currency reserve represents the foreign exchange gains and losses that
have arisen on the translation of £GBP into $USD.
Share-based payments reserve
The share-based premium reserve represents the cumulative charge for the
options and RSUs granted, still outstanding, and not exercised.
26. Revenue
For the year ended 30 June 2025, the U.S. CGU recognized gross revenue of $Nil
(2024: $13,393) from sales of oil produced during an extended production test.
Sales during a test period are recognized as revenue under IAS 16-21.
Associated cost of sales including processing, transportation, royalty, and
tax totaled $Nil (2024:$7,153).
27. Administrative expenses
2025 2024
$ $
Professional
fees
4,251,066 3,506,302
Salaries and
benefits
4,722,118 3,416,096
Legal
1,317,986 820,116
Insurance
274,548 467,798
Other
811,369 563,436
Total
11,377,087 8,773,748
28. Translation differences
The financial statements for the Consolidated and the Company are presented in
U.S. Dollars ($) and this is the Group's Presentation currency. The Functional
currency of all entities within the Company, excluding the Parent Company, is
$USD. The Functional currency of the Parent Company is £GBP.
The assets, liabilities of the Parent Company are translated into U.S. dollars
at the rates of exchange ruling at the year end. The income and expenses of
the Parent Company are translated into U.S. dollars at the average rates of
exchange during the year. Exchange differences resulting from the
retranslation of currencies are shown in the "Other Comprehensive Income for
the Year" section of the Statement of Comprehensive Income and are treated as
movements on reserves.
29. Reconciliation of liabilities arising from financing
activities and major non-cash transactions
Significant non-cash transactions, from financing activities in relation to
unsecured convertible bond, are as follows:
Unsecured convertible bonds Consolidated
2025
$
Opening Balance 1 July 2024 20,962,560
New bond issue - SHK Bond 35,000,000
Non-cash flow Bond amortisation and early settlement (8,752,903)
Bond amortisation - settled in cash (5,631,500)
Non-cash flow Forex movement (83,806)
Non-cash flow Interest 4,274,138
Non-cash flow Revaluation of Derivative Liability (13,058,998)
Closing Balance 30 June 2025 32,709,491
Significant non-cash transactions from financing activities in relation to
raising new capital are disclosed in note 17. There were no significant
non-cash transactions from investing and operating activities in the current
year.
30. Related party transactions
The sole related party transaction during the year was the leasing of office
space in Houston. This was subleased from a company for which the Company's
Executive Chair, David Hobbs, also serves as Chair, specifically, Proton
Green, LLC. Pantheon subleases approximately 50% of the floorspace as well as
shared facilities and contributes 50% of the gross rent. The terms and
conditions of the subleasing arrangement were fair and reasonable, and in
accordance with commercial norms in the Houston, Texas office space market.
The current projected annual subleasing expenses total less that $0.1m.
31. Subsequent events
On 7 July 2025, the Company raised $16.25m by way of a conditional placing and
subscriptions of new Ordinary Shares at a price of 21.15 pence per share. The
placement and subscriptions is consistent with the Company's strategy of
seeking to maintain liquidity in excess of existing commitments. This issue
will result in 49,009,571 Placing Shares, 7,290,083 Subscription Shares,
39,496,379 Bond Shares.
On 11 September 2025, the Company raised $30m of new capital by way of a
conditional placing and subscriptions of new Ordinary Shares at a price of 25
pence per share. The issue will result in 79,726,389 Placing Shares, 8,834,498
Subscription Shares and 7,424,277 of Bond Convert Shares to satisfy its
quarterly repayment obligation on the convertible bond issued in 2021.
On 15 December 2025, in line with the succession plans announced in February
2025, Jay Cheatham, Non-Executive Director and the Company's former Chief
Executive Officer, formally retired at a meeting of the board of directors on
Friday, 12 December, 2025.
On 15 December 2025, the Company announced that it has elected to pay (i) the
final quarterly principal repayment of US$2.45 million and (ii) the
quarterly interest payment of US$24,500 (collectively, the "Quarterly
Repayment") in respect of its senior unsecured convertible bonds issued
in December 2021 to a fund advised by Heights Capital Ireland LLC, and
due December 2025, through the issuance of new shares. Pursuant to the terms
of the Convertible Bond agreement a total of 10,520,833 new ordinary shares
(the "New Ordinary Shares") were issued in full settlement of this Quarterly
Repayment on 19 December 2025 . After settlement of this final Quarterly
Repayment, the Convertible Bond has been repaid in full, with principal
outstanding having been reduced to nil.
On 22 December 2025, the Company announced that it had decided that the most
financially prudent course of action was to carry out a pressure build-up test
on the Dubhe-1 well with a view of returning the well to production in due
course. The decision was taken after the reporting date and reflects
conditions arising after 30 June 2025. Accordingly, this event has been
treated as a non-adjusting event after the reporting period in accordance with
IAS 10 - Events after the Reporting Period, and has not resulted in any
adjustment to the amounts recognized in the Consolidated Financial
Statements as at 30 June 2025.
GLOSSARY
AGDC Alaska Gasline Development Corporation
AGM Annual General Meeting
Alaska LNG Alaska LNG Project
ANS crude Alaskan North Slope crude oil
bbls Barrels
bcf Billion cubic feet
CGA Cawley Gillespie & Associates
CGU Cash generating unit
EA Environmental assessment
ECL Expected credit loss
EIS Environmental impact statement
ESOP Employee stock ownership plan
EUR Estimate ultimate recovery
FID Final investment decision
G&A General & Administrative
GOR Gas-oil ratio
GSA Gas Sales Agreement
GSPA Gas Supply Precedent Agreement
IER Independent Expert Report
LKA Lee Keeling & Associates
LNG Liquefied natural gas
mcf Thousand cubic feet
mmBtu Million British Thermal Units
mmcf Million cubic feet
NGL Natural gas liquids
NSAI Netherland, Sewell & Associates, Inc.
PVT Pressure-volume temperature analysis
RSU Restricted stock unit
scf Standard cubic feet
SLB Former Schlumberger
SMD-B Shelf Margin Deltaic B
TAPS Trans-Alaska Pipeline System
tcf Trillion cubic feet
ZOI Zone of interest
(#_ftnref1)
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