REG - Pantheon Resources - Unaudited Interim Results
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RNS Number : 7205Y Pantheon Resources PLC 31 March 2026
31 March 2026
Pantheon Resources plc
Interim Results (unaudited) for the six months ended 31 December 2025
Result of AGM
Pantheon Resources plc (AIM: PANR) ("Pantheon" or "the Company"), the oil and
gas company with a 100% working interest in the Kodiak and Ahpun projects
on Alaska's North Slope, announces its unaudited interim results for the six
months ended 31 December 2025 (the "Period"), together with operational
highlights for the Period and post-Period, and results from the Company's AGM
held on 12 March 2026.
Operational and Corporate Highlights
o Repositioning of Company strategy, recognising Kodiak as the cornerstone
of the portfolio and the key driver of shareholder value
o Actively pursuing farm-in opportunities with good early progress on
partnering discussions, with multiple major energy companies actively
evaluating the assets in the data room
o Commissioned re-processing of 3D seismic data on the updip northwest
section of Kodiak
o Continued progress on development planning for both Kodiak and Ahpun
projects
o Dubhe-1 drilled and tested, confirming the presence of movable
hydrocarbons, prior to being shut-in for pressure build-up and other analysis,
and re-start of testing pending the outcome of partnering discussions
o Strengthened management team with key executive appointments
o Restructuring of Board of Directors - Appointment of Michael Spencer as
Non-Executive Chairman and Marty Rutherford and David Wilkins as Independent
Non-Executive Directors, bringing decades of corporate, Alaskan regulatory and
Alaskan operational experience, following the retirement of previous Board
members
o Initiated a comprehensive cost reduction programme, including streamlining
the organisation, suspending US listing activities and reviewing all contracts
to minimise expenditure while maintaining the asset base
Financial Highlights
o After tax loss for the period of $9 million (2024: $6.9 million loss)
o Cash on hand on 31 December 2025: $24.5 million (2024: $17.3
million) and cash on hand on 27 March 2026: $15.1 million
o General and Administrative (G&A) expenses of $5.9
million (2024: $4.6 million)
o Fully repaid the principal outstanding on the Heights convertible bonds of
$9.8 million during the Period
o Redeemed $6.5 million of SHK convertible bonds during the Period, reducing
principal outstanding from $35 million to $28.5 million
o Raised $46.25 million in equity during the Period, to support execution of
the Dubhe-1 work programme and to meet ongoing corporate and administrative
requirements
o Post-Period, raised $10 million of new capital to support near-term
appraisal activities across the Kodiak and Ahpun projects and for general
working capital
Outlook
o Near-term focus on securing one or more strategic partners to help unlock
the value of the resource base
Result of AGM
The Company advises that at its AGM held on 12 March 2026, all resolutions put
to shareholders were duly passed. The Board has noted however, that whilst
resolution 9 was passed as a special resolution, the votes cast against it
were greater than 20% of total votes cast. The Board engages with shareholders
on an ongoing basis and is reflecting carefully upon the feedback received.
The Board will continue to actively engage with shareholders during the coming
year.
Max Easley, CEO of Pantheon Resources, commented:
"The period was marked by three developments: the repositioning of Pantheon
around Kodiak as the priority asset; drilling of the Dubhe-1 well; and
continued engagement with potential farm-in parties. Dubhe-1 confirmed
hydrocarbons and added to our understanding of the asset, but further work
will be needed before we can assess its representative production potential.
"Interest in Alaska is at its strongest level in recent years and we believe
our portfolio is well positioned to benefit in a development scenario, given
our 1.6 Billion barrels of certified 2C recoverable resource located in close
proximity to pipeline and transportation infrastructure. We have strengthened
the Board and management team, and our priority now is to convert technical
progress into commercial results that rebuild market confidence in what we
believe to be high quality assets.
"As we told shareholders at our Annual General Meeting earlier this month, our
absolute focus at Pantheon in 2026 is to conserve our financial resources and
identify the ideal financial partner who can help us unlock the value of our
exciting acreage. With that in mind, I am encouraged by the level of interest
shown in our data room and I look forward to holding constructive discussions
with potential partners in due course."
-ENDS-
Further information:
Pantheon Resources plc
Max Easley, Chief Executive Officer contact@pantheonresources.com (mailto:contact@pantheonresources.com)
Justin Hondris, SVP, Investor Relations
Canaccord Genuity Limited (Nominated Adviser, and Joint Broker)
Henry Fitzgerald-O'Connor +44 20 7523 8000
Charlie Hammond
Oak Securities (Joint Broker) +44 20 3973 3678
Jerry Keen
BlytheRay (Corporate Communications) +44 20 7138 3204
Tim Blythe
Matthew Bowld
MZ Group (USA Investor Relations +1 949 259 4987
Contact)
Lucas Zimmerman
Ian Scargill
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. This is
based on bringing the Ahpun field to FID and first production into the TAPS
main oil line (ANS crude). The Gas Sales Precedent Agreement signed with AGDC
provides the potential for Pantheon's natural gas to be produced into the
proposed 807mile pipeline from the North Slope to Southcentral Alaska during
2029. The Company intends to apply cashflows from Ahpun to support the FID for
the Kodiak field.
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
INTERIM REPORT (UNAUDITED)
FOR THE SIX MONTHS ENDED 31 dECEMBER 2025
Overview
Pantheon remains focused on unlocking shareholder value through the strategic
progression and development of our Alaska assets, recognizing the significant
resource potential of the portfolio.
The Company continues to progress technical work aimed at understanding the
potential of the portfolio and the prioritization of options for development
to generate the most value for shareholders. Kodiak remains the cornerstone of
the portfolio and the key driver of long-term shareholder value, while Ahpun
and other discovered resources provide nearer term development optionality due
to their proximity to existing roads and pipelines. The current work programme
includes seismic reprocessing across the north-west portion of the Kodiak
area, up-dip from the Theta West-1 discovery, to improve reservoir
interpretation and support the identification of optimal locations for future
appraisal activity on our largest asset. It also includes analysis of data
acquired from drilling and production testing at Alkaid and Dubhe-1 pads.
As of the date of this report, no further material well operations are planned
in the near term. The Company's immediate focus is on:
· Advancing technical studies;
· Preserving liquidity and managing costs; and
· Continuing programme to secure a potential partner that aligns
with the Company's objectives for the advancement of its assets.
The Company considers this approach appropriate in the context of current
funding priorities and the objective of maximizing long-term value.
Operational Activity During the Period
The Dubhe-1 appraisal well was drilled during the six-month period to 31
December 2025 ("the Period"), targeting the Shelf Margin Deltaic ("SMD-B")
reservoir to test lateral continuity, with a pilot hole drilled ahead of the
horizontal section to confirm hydrocarbon production potential. Early flowback
results confirmed the presence of mobile hydrocarbons, and testing was paused
in December 2025 due to winter logistics issues.
The Dubhe-1 appraisal well generated valuable technical data and learnings and
are being applied to advance appraisal and development workstreams across all
areas, including seismic reprocessing and evaluation work to support resource
maturation and potential strategic partnerships.
Highlights During the first six-months 31 December 2025 and the subsequent
period to date:
Financial Review
Results for the Period
The interim results are presented in U.S. dollars and as result all commentary
included herein are represented in U.S. dollars.
Results for the Period ended 31 December 2025, the Company reported a loss
after tax of $9.0 million (H1 FY2024: $6.9 million). The change in results
were primarily driven by the following:
· Increase in interest expense related to the Convertible Bonds of $1.1
million largely driven by SHK Bond. Total Interest expenses for the period
related convertible bonds was $2.7 million and is made of both cash and
non-cash components.
· Increase in expense related to early repayments of the Heights and
SHK Convertible Bond of $2.1 million driven largely by SHK Bond repayment in
July 2025. The total impact for the period was $3.5 million, all of which is
non-cash.
· Increase in non-cash share-based payment expense for the Period of
approximately $1.0 million.
· Increase in Administration expenses of $1.3 million largely due to:
o One-off compensation costs of approximately $0.6 million associated with
leadership changes and separation costs.
o Increase in benefits cost of approximately $0.2 million and employee
compensation costs of approximately $0.2 million.
o Increase of approximately $0.7 million related to accounting and tax
services, corporate transaction costs, IPO preparation and investor relations
cost.
o Decrease in legal costs of approximately $0.4 million largely related
resolution in prior period of Kinder Morgan legal matter.
· Offset by an increase in non-cash gain on the revaluation of the
derivative liability related to the SHK Convertible Bond of $3.6 million.
Cash Flow and Liquidity
During the Period, the Company raised approximately $46.25 million (before
expenses) through a series of equity placings.
Net cash outflows (use of funds) were primarily attributable to:
· Capital expenditure associated with the Dubhe-1 appraisal well;
· Ongoing technical and development planning activities;
· Payment of delay lease rentals and bond interest associated with
the SHK Convertible bond; and
· Corporate and administrative costs.
After Period end, in January 2026, the Company raised an additional $10
million (before expenses), with proceeds now being allocated to reprocessing
Kodiak seismic data to enhance reservoir imaging, support potential appraisal
drilling as early as the 2026/27 winter season, and for general corporate
purposes.
Exploration and Evaluation assets
Exploration and evaluation assets represent the historical costs associated
with acquiring and evaluating the Company's Alaska leases and exploration and
appraisal activities.
Exploration and evaluation assets increased by $43.8 million, or 13.0%, to
$381.1 million at 31 December 2025, compared with $337.4 million at 30 June
2025.
The increase was primarily attributable to capitalized exploration and
appraisal expenditure related to the Company's oil and gas assets on the
Alaska North Slope. During the six-month period, the capitalized expenditures
consisted of:
· $41.2 million for Dubhe-1 well activities.
· $1.7 million for delay lease rental payments.
· $0.5 million for other leasehold and well costs.
· $0.4 million (net) increase in asset retirement obligations for
Dubhe-1 and Talitha A wells.
The Company also assesses at the end of each reporting period whether there is
any indication that an asset may be impaired. As of 31 December 2025,
management determined that no impairment indicators were present, and
therefore no impairment charges were recorded during the period.
Cash and Cash Equivalent
As at the 31 December 2025 the Company's cash and cash equivalents was $24.5
million (30 June 2025: $13.2 million). The Company's latest cash balance at 27
March 2026 was $15.1 million.
Based on current forecasts, the Company is expected to have sufficient working
capital into the first calendar quarter 2027.
Trade and other payables
Trade and other payables increased by $8.6 million, or 82.7%, to $19.0 million
at 31 December 2025, compared with $10.4 million at 30 June 2025. A total of
$18.0 million of total trade and other payables were costs incurred for the
Dubhe-1 well.
Management expects trade and other payables to continue to fluctuate in line
with the level and timing of its operational activities.
Financing and Bonds
In July 2025, in conjunction with an equity fundraise, the Company redeemed
$6.5 million of the $35 million 5% convertible bonds due 2028 ("SHK
Convertible Bond"). Following these redemptions, the outstanding principal was
reduced to $28.5 million.
During the Period, the outstanding balance of the Heights Convertible Bond was
fully repaid through share issuances, with payments made in July, September,
and December 2025.
Post Period-end, in line with its original terms, the SHK Convertible
Bondholders received the benefit of a floating charge over the Company's
assets once the Heights Convertible Bond was fully repaid.
Equity
Share capital reserve increased by approximately $8.4 million to $23.9 million
at 31 December 2025, compared with an increase of $15.5 million at 30 June
2025, while share premium reserve increased by approximately $52.0 million to
$424.4 million, compared with $372.4 million at 30 June 2025. The increases
were primarily attributable to equity financings of $46.25 million (before
expenses) completed during the period, through which the Company issued new
ordinary shares to raise capital to support its operational and development
activities and general corporate costs.
During the Period, the Company issued approximately 205.1 million new ordinary
shares, including shares issued in connection with equity placements and
subscriptions as well as shares issued in settlement of certain convertible
bond obligations.
Share-based payment reserve increased by approximately $1.0 million to $19.5
million at 31 December 2025, compared with $18.5 million at 30 June 2025. The
share-based payment reserve reflects the cumulative fair value of
equity-settled share-based awards granted under the Company's equity incentive
plans, including stock options and restricted stock units (RSUs). The increase
was primarily attributable to share-based compensation expense recognized
during the six-month period related to equity incentive awards granted to
officers and employees. During the Period, the Company recognized
approximately $1.0 million of share-based payment expense, which was recorded
as an expense in the condensed consolidated statement of comprehensive income
with a corresponding increase to the share-based payment reserve.
Leadership and Management
In July 2025, the Company strengthened its leadership team with the
appointment of Tralisa Maraj as Chief Financial Officer and Erich Krumanocker
as Chief Development Officer.
Marty Rutherford joined the Board of Directors during the Period, contributing
over 40 years of policy and Alaska resource management experience.
Jay Cheatham, Non-Executive Director and the Company's former Chief Executive
Officer, formally retired effective Friday, 12 December 2025.
Subsequent to Period end Allegra Hosford-Scheirer, Linda Havard and Jeremy
Brest stepped down from the Company's Board of Directors.
Following the 12 March 2026 Annual General Meeting, David Hobbs resigned as
Chairman with Lord Spencer of Alresford (Michael Spencer) appointed as his
successor, and David Wilkins joined the Board as a Non-Executive Director,
bringing with him over 40 years of industry experience including Alaska
operations.
Principal risk and uncertainties
The principal risks and uncertainties which could impact the Company remain
consistent with those disclosed in the Strategic Report within the Annual
Report for the year ended 30 June 2025.
PANTHEON RESOURCES PLC
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2025
___________________________________________________________________________________
6 months ended 31 December 2025 (unaudited) 6 months ended 31 December 2024 Year ended 30 June 2025
(unaudited) (audited)
$ $ $
Revenue - - -
Cost of sales - - -
Gross profit - - -
Administration expenses (5,943,251) (4,586,628) (11,377,087)
Share based payment expense (1,026,047) (25,935) (1,211,398)
Operating loss (6,969,298) (4,612,563) (12,588,485)
Interest expense - convertible bonds and right of use asset (2,708,095) (1,635,221) (4,283,011)
Convertible bonds - impact of partial early repayment (3,469,417) (1,392,606) (1,401,699)
Convertible bond - revaluation of derivative liability 162,837 13,058,988
3,834,135
Interest income 270,540 581,344 984,857
Loss before taxation (9,042,135) (6,896,209) (4,229,350)
Taxation - - -
Loss for the period (9,042,135) (6,896,209) (4,229,350)
Other comprehensive income for the period
Exchange differences from translating foreign operations (686,535) (370,617) (790,184)
Total comprehensive loss for the period (9,728,670) (7,266,826) (5,019,534)
Loss per share:
Basic and diluted Loss per share (0.70)¢ (0.62)¢ (0.38)¢
PANTHEON RESOURCES PLC
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
___________________________________________________________________________________
Share Share Retained Currency Share Total
capital premium losses reserve based payment reserve equity
$ $ $ $ $ $
At 1 July 2025 15,483,873 372,448,191 (89,540,299) (3,535,968) 18,531,169 313,386,966
Loss for the period - - (9,042,135) - - (9,042,135)
Other comprehensive loss: - - - (686,535) - (686,535)
Foreign currency translation
Total comprehensive loss for the period - - (9,042,135) (686,535) - (9,728,670)
Transactions with owners
Capital raising
Issue of shares 8,116,738 41,255,624 - - - 49,372,362
Cost of share issue - (2,100,000) - - - (2,100,000)
Convertible bond
Issue of shares - amortisation 325,424 12,830,581 - - - 13,156,005
Issue of shares - partial repayment - -
Total transactions with owners 8,442,162 51,986,205 - - - 60,428,367
Options and warrants
Expired options and warrants - - - - - -
Options issued - - - - 1,026,047 1,026,047
Total options and warrants - - 1,026,047 1,026,047
Balance at 31 December 2025 23,926,035 424,434,396 (98,582,434) (4,222,503) 19,557,216 365,112,710
Share Share Retained Currency Share Total
Capital premium losses reserve based payment reserve equity
$ $ $ $ $ $
At 1 July 2024 13,139,392 334,499,828 (82,758,128) (2,745,784) 14,767,916 276,903,224
Loss for the period - - (6,896,209) - - (6,896,209)
Other comprehensive loss: - - - (370,617) - (370,617)
Foreign currency translation
Total comprehensive loss for the period - - (6,896,209) (370,617) - (7,266,826)
Transactions with owners
Capital raising
Issue of shares 1,824,928 29,867,732 - - - 31,692,660
Cost of share issue - (1,542,816) - - - (1,542,816)
Convertible bond
Issue of shares - Amortisation 184,777 2,461,223 - - - 2,646,000
Issue of shares - partial repayment 288,235 4,611,765 - - - 4,900,000
Total transactions with owners 2,297,940 35,397,904 - - - 37,695,844
Options and warrants
Expired options and warrants - - 873,603 - (873,603) -
Options issued - - - - 25,175 25,175
Total options and warrants - - 873,603 - (848,428) 25,175
Balance at 31 December 2024 15,437,332 369,897,732 (88,780,734) (3,116,401) 13,919,488 307,357,417
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 period - - (4,229,350) - - (4,229,350)
Other comprehensive loss: - - - (790,184) - (790,184)
Foreign currency translation
Total comprehensive loss for the period - - (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
Cost of share issue - (1,542,816) - - - (1,542,816)
Convertible bond
Issue of shares - amortisation 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 options 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 (89,540,299) (3,535,968) 18,531,169 313,386,966
PANTHEON RESOURCES PLC
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
___________________________________________________________________________________
31 December 31 December 30 June
2025 2024 2025
(unaudited) (restated) (audited)
ASSETS $ $ $
Non-current assets
Exploration and evaluation assets 381,161,856 312,671,263 337,404,823
Property, plant & equipment 264,233 87,104 63,437
Restricted financial deposit 4,169,350 2,007,858 3,400,000
385,595,439 314,766,225 340,868,260
Current assets
Prepaid expenses 559,184 3,005,769 1,130,516
Cash and cash equivalents 24,479,332 17,310,084 13,219,606
Inventory 478,231 - -
Cash and cash equivalents - restricted - - 9,782,773
25,516,747 20,315,853 24,132,895
411,112,186 335,082,078
Total assets 365,001,155
LIABILITIES AND EQUITY
Non-current liabilities
Lease liabilities 200,761 48,780 26,950
Asset retirement obligations 8,745,400 7,191,400 8,386,400
Convertible bond - debt 17,372,611 3,823,413 19,300,844
Convertible bond - derivative 603,461 582,014 4,437,596
26,922,233 11,645,607 32,151,790
Current liabilities
Convertible bond - debt - 9,153,786 8,971,051
Trade and other payables 18,992,372 6,881,951 10,449,268
Lease liabilities 84,871 43,317 42,080
19,077,243 16,079,054 19,462,399
45,999,476 51,614,189
Total liabilities 27,724,661
EQUITY
Capital and reserves
Share capital 23,926,035 15,437,332 15,483,873
Share premium 424,434,396 369,897,732 372,448,191
Retained losses (98,582,434) (88,780,734) (89,540,299)
Currency reserve (4,222,503) (3,116,401) (3,535,968)
Share based payment reserve 19,557,216 13,919,488 18,531,169
Shareholders' equity 365,112,710 307,357,417 313,386,966
Total liabilities and shareholder's equity 411,112,186 335,082,078 365,001,155
PANTHEON RESOURCES PLC
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2025
___________________________________________________________________________________
6 months ended 6 months ended
31 December 31 December Year ended
2025 2024 30 June
(unaudited) (unaudited) 2025
(audited)
$ $ $
Net inflow (outflow) from operating activities 1,961,582 634,799 (4,227,138)
Cash flows from investing activities
Interest received 270,540 581,344 984,857
Financial investments - fixed term cash deposit & Certificate of 9,173,524 - (9,782,773)
deposit(s)
Funds used for drilling, exploration and leases (43,757,068) (17,295,135) (40,583,695)
Net cash outflow from investing activities (34,313,004) (16,713,791) (49,381,611)
Cash flows from financing activities
Proceeds from share issues 46,250,000 30,569,674 30,569,673
Issue costs paid in cash (1,922,852) (419,830) (419,830)
Issue of unsecured convertible bond - - 34,468,500
Repayment of borrowing - unsecured convertible bonds (716,000) (2,621,500) (5,631,500)
Repayment of borrowing - leasing liabilities - (45,272) (72,350)
Net cash inflow from financing activities 43,611,148 27,483,072 58,914,493
Increase in cash & cash equivalents 11,259,726 11,404,080 5,305,744
Cash and cash equivalents at the beginning of the period 13,219,606 7,913,862 7,913,862
Cash and cash equivalents at the end of the period 24,479,332 19,317,942 13,219,606
PANTHEON RESOURCES PLC
RECONCILIATION OF LOSS FOR THE PERIOD TO NET CASH INFLOW (OUTFLOW) FROM
OPERATING ACTIVITIES
FOR THE PERIOD ENDED 31 DECEMBER 2025
___________________________________________________________________________________
6 months ended 6 months ended Year ended
31 December 31 December 30 June
2025 2024 2025
(unaudited) (unaudited) (audited)
$ $ $
Loss for the period (9,042,135) (6,896,209) (4,229,350)
Net interest received (270,540) (581,344) (984,857)
Share based compensation expense 1,026,047 25,935 1,211,398
Depreciation of right of use assets 32,301 42,500 66,449
Interest expense - convertible bond and ROU 2,708,095 1,635,221 4,283,010
Convertible bond - revaluation of derivative liability (3,834,135) (162,837) (13,058,988)
Convertible bonds - impact of partial early repayment 3,469,417 1,392,606 1,401,699
Other provisions - irrecoverable VAT (187,663) (470,629) (720,630)
Decrease/ (Increase) in trade and other receivables 571,331 (61,225) (1,585,973)
Increase in trade and other payables 8,526,607 6,178,455 9,745,777
Increase in inventory (478,231) - -
Effect of translation differences (559,512) (467,674) (355,673)
Net cash inflow (outflow) from operating activities 1,961,582 634,799 (4,227,138)
PANTHEON RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 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.
2. Statement of accounting policies
The interim condensed consolidated financial statements 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 interim condensed consolidated financial statements have been prepared on
a basis consistent with the Company's expected accounting policies for the
year ending 30 June 2025. These accounting policies are the same as those set
out in the Company's Annual Report and Financial Statements for the year
ending 30 June 2025, which are available from the registered office or the
company's website (www.pantheonresources.com
(http://www.pantheonresources.com) ).
The interim condensed consolidated financial statements are presented in U.S.
dollars and is unaudited. The interim financial information does not
constitute statutory accounts within the meaning of section 434 of the
Companies Act 2006.
The material accounting policies adopted in preparing the interim condensed
consolidated 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.
Basis of consolidation
Subsidiaries are fully consolidated from the date on which control is
transferred to the Company. They are deconsolidated 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 capitalized 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 unrealized gains on transactions
between companies are eliminated.
All the companies over which the Company have control apply, where
appropriate, the same accounting policies as the Company.
Going concern
The interim consolidated financial statements have been prepared on the
going concern basis.
The Company incurred a loss for the interim
period ended 31 December 2025, and, as of that date, the Company had a
cash balance of approximately $25 million.
The interim 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 are 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 in the first quarter 2027 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 Company's 2026
work programme;
The ability of the Company to obtain funding through various sources. 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 secure additional funding needed for the Group to continue to execute
against its milestones in the twelve months to date of the approval of
the interim 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.
Foreign currency translation
(i) Functional and presentational currency
The interim condensed 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.
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 represented
amounts that were restricted for use under terms of the SHK convertible bond
agreement which required sufficient funds be held in escrow to offset the
principal balance of the Heights convertible bond obligation. With the
repayment of the Heights bond in December 2025, the Company requested the
release of funds from escrow.
Restricted financial deposit
The Company has a number of certificate of deposits and a cash deposit
totalling $4.2 million for the period ended 31 December 2025 (30 June 2025:
$3.4 million) 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
realized, 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 unutilized tax losses, require management to assess the
likelihood that the Company will generate sufficient taxable profits in future
periods, in order to utilize recognized 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 capitalized 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 amortized 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 repaired. 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 & 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 'Impairment of Assets' ("IAS 36"), the Company is
required to perform an "impairment test" on assets when the 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 31 December 2025 represents the cost of
acquisition plus any fair value adjustment, where appropriate, and subsequent
capitalized costs, in accordance with U.K. adopted IAS.
Decommissioning Costs - Decommissioning costs will be incurred by the Company
at the end of 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 experiences at other production sites.
The expected timing, extent, and amount of expenditure may also change - 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 the 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 recognized 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
the unit of production method.
Financial instruments
Recognition and derecognition - Financial assets and financial liabilities are
recognized when the
Company becomes a party to the contractual provisions of the financial
instrument.
Financial assets - if, where applicable, are derecognized 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 amortized
cost using the effective
interest method except for derivatives and financial liabilities designated
which are carried
subsequently at fair value with gains or losses recognized in profit or loss.
Financial liabilities are
derecognized 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 amortized 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.
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 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 recognized 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
amortized 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
recognized using the "expected credit loss" ("ECL") approach. Other than cash,
the only other financial
assets held is $4.2 million 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 recognizes
a right of use asset and a
corresponding 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 the 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 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.
III. 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.
IV. 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 the lease term and
The 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 those 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 and 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.
Contingent liabilities
Pursuant to IAS 37 'Provisions, Contingent Liabilities and Contingent Assets'
("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 the date of grant
the options are valued using the Monte-Carlo approach to obtain the fair
value. At 31 December 2024,
the Company used the Black Scholes approach to measure fair value. There is no
requirement to
remeasure the fair value subsequent to the date of grant.
In measuring fair value, vesting conditions other than market conditions are
not taken into account.
Market conditions (i.e., condition 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 recognized as an employee expense, with
a corresponding increase
in equity over the vesting period.
The cumulative expense recognized 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 recognized in the income statement for the period represents the
movement in the
cumulative expense recognized at the beginning and end of the period.
No amount is ultimately recognized 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 recognized
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
recognized over the remainder of the vesting period is recognized 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
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
expected 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'.
Equity
Equity instruments issued by the Company are recorded in equity at the
proceeds received, net of direct
issue costs.
Provisions
Provisions are recognized 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.
New and amended International Financial Reporting Standards
Standards and amendments that are effective for the first time in 2025 and
could be applicable to
the Company are:
· Non-current Liabilities with Covenants (Amendments to IAS 1)
· Lack of Exchangeability (Amendments to IAS 21)
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')
· Amendments to the Classification and Measurements of Financial
Instruments
(Amendments to IFRS 9 and IFRS 7)
· IFRS 19 'Subsidiaries without Public Accountability: Disclosures'
· IAS 21 Amendments - 'Hyperinflation'
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. Loss per share
6 months 6 months Year ended
ended 31 December ended 31 30 June
2025 December 2025
2024
(unaudited) (unaudited) (audited)
Loss per share from continuing operations:
Basic and diluted loss per share (0.70)¢ (0.62)¢ (0.38)¢
The calculation above for the loss per share has been calculated by dividing
the loss for the period by the weighted average number of ordinary shares in
issue of 1,295,141,034 (December 2024: 1,119,930,477; June 2025:
1,119,930,477). As the Group recorded a loss for the period, the diluted loss
per share has been made to equal the basic loss per share.
4. Restatement of previously issued financial statements
Subsequent to the issuance of the Group and Company 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 LLC 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 $69.5 million as
follows: Cash consideration of $6.1 million, 103.3 million new fully paid
ordinary shares ($30.9 million) valued at 23.30 pence per share, 102.5 million
new full paid non-voting B-class shares ($30.7 million) valued at 23.30 pence
per share (all now fully converted to ordinary shares), and 9.6 million new
warrants ($1.8 million) (all of which either now have been exercised or
expired).
5. 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 interim condensed consolidated financial
statements, together with comparative figures for the period ended 31 December
2025.
Period ended 31 December 2025
Geographical segment (Consolidated) U.K. U.S. Consolidated
$ $ $
Administration expenses (1,107,099) (4,836,152) (5,943,251)
Convertible bonds and other - interest expense (2,701,609) (6,486) (2,708,095)
Convertible bonds - impact of partial early repayment (3,469,417) - (3,469,417)
Convertible bond - revaluation of derivative liability 3,834,135 - 3,834.135
Interest income 239,835 30,705 270,540
Share based payments (1,026,047) - (1,026,047)
Income (Loss) by reportable segment (4,230,202) (4,811,933) (9,042,135)
Exploration & evaluation assets - 381,161,856 381,161,856
Property, plant & equipment - 264,233 264,233
Restricted financial deposit 4,169,350 4,169,350
Trade and other receivables 65,558 493,626 559,184
Inventory - 478,231 478,231
Cash and cash equivalents 17,059,546 7,419,786 24,479,332
Total assets by reportable segment 17,125,104 393,987,082 411,112,186
Total liabilities by reportable segment (29,433,242) (16,566,234) (45,999,476)
Net assets by reportable segment (12,308,138) 377,420,848 365,112,710
Period ended 31 December 2024
Geographical segment (Consolidated) U.K. U.S. Consolidated
$ $ $
Administration expenses (826,720) (3,759,908) (4,586,628)
Convertible bond and other - interest expense (1,632,085) (3,136) (1,635,221)
Convertible bond - impact of partial early repayment (1,392,606) - (1,392,606)
Convertible bond - revaluation of derivative liability 162,837 - 162,837
Interest income 515,364 65,980 581,344
Share based payments (25,935) - (25,935)
Loss by reportable segment (3,199,145) (3,697,064) (6,896,209)
Exploration & evaluation assets - 312,671,263 312,671,263
Property, plant & equipment - 87,104 87,104
Restricted financial deposit - 2,007,858 2,007,858
Trade and other receivables 351,767 2,654,002 3,005,769
Cash and cash equivalents 12,063,326 5,246,758 17,310,084
Total assets by reportable segment 12,415,093 322,666,985 335,082,078
Total liabilities by reportable segment (17,740,754) (9,983,907) (27,724,661)
Net assets by reportable segment (5,325,661) 312,683,078 307,357,417
6. Non-current assets
Exploration and evaluation assets Exploration & evaluation
Group assets
$
At 30 June 2024 293,765,240
Additions 19,036,135
At 31 December 2024 312,801,375
Additions 24,733,558
At 30 June 2025 337,534,933
Additions 43,757,035
At 31 December 2025 381,291,968
Impairment:
At 30 June 2024 130,112
At 31 December 2024 130,112
At 30 June 2025 130,112
At 31 December 2025 130,112
Net book value:
At 31 December 2025 381,161,856
At 30 June 2025 337,404,823
In January 2019, the Group acquired 100% of the share capital of Great Bear
Petroleum Ventures I LLC and Great Bear Petroleum Ventures II LLC companies
(collectively, "Great Bear"). The principal assets of the Group are leases,
approximately 258,000 acres with the rights to explore for hydrocarbons in the
State of Alaska. At the period end the exploration and evaluation assets all
relate to the Alaskan operation, specifically Alaskan assets of $381.2 million
(30 June 2025: $337.4 million).
Exploration and evaluation assets are regularly reviewed for indicators of
impairment. If an indicator of impairment is found an impairment test is
required, where the carrying value of the asset is compared with its
recoverable amount. The recoverable amount is the higher of the asset's fair
value less costs to sell and value in use. The Directors are satisfied that no
impairments are required for the current period end.
7. Share Capital
During the period ending 31 December 2025, the Company issued 205,119,030 new
ordinary shares.
As at 31 December 2025 the company had in issue 1,348,117,633 shares.
As at 31 December 2025 the Company also has the following options, warrants
and restricted stock units ("RSUs"):
· 7,000,000 share options with an exercise price of £0.27, expiring
July 2030
· 12,430,000 share options with an exercise price of £0.33, expiring
January 2031
· 21,380,000 share options with an exercise price of £0.67, expiring
January 2027
· 9,500,000 share options for the long-term incentive programme
("LTIP") expiring Oct 2034
· 9,087,584 RSUs vesting equally over 3 years with the first vesting to
occur in April 2025
· 2,500,000 share options with an exercise price of £0.34, expiring 24
July 2029
· 750,000 RSUs vesting equally over 3 years with the first vesting to
occur in April 2026.
8. Unsecured Convertible Bond
Unsecured Convertible Bonds - Heights Convertible Bond
In December 2021, the Company issued $55 million worth of senior unsecured
convertible bonds ("Heights Bonds") 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 was $9.8
million. This amount was fully repaid during the period, resulting in an
outstanding balance of $nil as at 31 December, 2025.
On 7 July 2025, in conjunction with the Company's capital raise, the Company
issued 16,976,514 shares at a price of 21.15 pence per share to repay $4.9
million of outstanding Heights Bonds.
On 11 September 2025, in conjunction with the Company's capital raise, the
Company issued 7,424,277 of shares at a price of 25 pence per share to
satisfy its quarterly repayment obligation of $2.47 million on the convertible
bond issued in 2021.
On 15 December 2025, the Company elected to pay (i) the final quarterly
principal repayment of $2.45 million and (ii) the quarterly interest payment
of $24,500 (collectively, the "Quarterly Repayment"). 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 Heights Convertible Bond was repaid in full.
SHK Convertible Bond
In February 2025, the Company announced that it has agreed to issue between
$30.5 million and $35.0 million 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 $35.0
million 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 $35.0 million.
On 24 March 2025, the Company entered into the definitive documentation to
issue $35.0 million 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 ordinary bonds. 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 $35.0 million bonds were split, $18,277,000
for the debt component and $16,723,000 for the derivative component.
On 7 July 2025, Company redeemed $6.5 million of the $35.0 million 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 $28.5 million.
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 3-year life to determine the ultimate value of
the conversion option. This produced a calculated Effective Interest Rate
("EIR") of 29.54%. These amounts are revalued every balance date with the
differences being accounted for in the consolidated statement of comprehensive
income. For the period end date of 31 December 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
$603,461. The resulting movement of was posted to the consolidated statement
of comprehensive income to the account "Revaluation of derivative liability".
At 31 December 2025 the Existing Convertible Bond is shown in the Consolidated
Statement of Financial Position in the following categories:
Convertible Bond - Derivative Component (Non-current Liability) $ 603,461
Convertible Bond - Debt Component (Current Liability) -
Convertible Bond - Debt Component (Non-current Liability) $17,372,611
Total $17,976,072
9. Share Issuances
On 7 July 2025, the Company raised $16.25 million by way of a conditional
placing and subscriptions of new Ordinary Shares at a price of 21.15 pence per
share. At the same time, the Company redeemed $4.9 million of the Heights
Convertible Bonds and $6.5 million of the SHK Convertible Bonds through the
issuance of shares, also at 21.15 pence per share. This issue resulted in the
issuance of 56,299,654 new Placing and Subscription Shares, 16,976,514 new
shares in satisfaction of the Heights Bond redemptions and 22,519,865 new
shares in satisfaction of the SHK Bond redemptions.
On 11 September 2025, the Company raised $30 million of new capital by way of
a conditional placing and subscriptions of new Ordinary Shares at a price of
25 pence per share. At the same time, the Company redeemed $2.45 million of
the Heights Convertible Bonds through the issuance of shares, also at 25 pence
per share. This resulted in the issuance of 88,560,887 new Shares and
Subscription Shares and 7,424,277 new shares being issued in satisfaction of
the Heights Bond redemptions.
On 15 December 2025, the Company elected to pay (i) the final quarterly
principal repayment of $2.45 million and (ii) the quarterly interest payment
of $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.
10. Approval by Directors
The interim report for the six months ended 31 December 2025 was approved by
the Directors on 27 March 2025.
11. Availability of Interim Report
The interim report will be made available shortly on the Company's website
(www.pantheonresources.com), with further copies available on request from the
Company's registered office.
12. Subsequent Events
On 15 January 2026, the Company raised $10.0 million of new capital (before
expenses) by way of a conditional placing of new ordinary shares at a price of
7.0 pence per share to support near-term appraisal activities across the Ahpun
and Kodiak projects and for general working capital.
On 9 February 2026, pursuant to the Unsecured Bond Agreement dated 24 March
2025 between the Company and various investors, including Sun Hung Kai &
Co. Limited and its affiliates, following repayment in full of Heights
Convertible Bond (note 5), the Company executed a first-ranking security
interest in favor of The Law Debenture Trust Corporation plc, as security
trustee, over all present and future assets, rights, and undertakings of the
Company and its subsidiaries pursuant to a floating charge security agreement.
PANTHEON RESOURCES PLC
GLOSSARY
FOR THE PERIOD ENDED 31 DECEMBER 2025
___________________________________________________________________________________
GLOSSARY
bbl barrel of oil mcfd thousand cubic feet per day
bopd barrels of oil per day Mmboe million barrels of oil equivalent
boepd barrels of oil equivalent per day NPV net present value
mcf thousand cubic feet $ United States dollar
bwpd barrels water per day IP30 average production in the first 30 days of the life of a well
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