Pantheon Res Regulatory News (PANR)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR AUSTRALIA, OR TO BE TRANSMITTED OR DISTRIBUTED TO, OR SENT BY, ANY NATIONAL OR RESIDENT OR CITIZEN OF ANY SUCH COUNTRIES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR (OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR) ORDINARY SHARES TO ANY PERSON WITH A REGISTERED ADDRESS IN, LOCATED IN, OR WHO IS A RESIDENT OF, THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (596/2014/EU) ("MAR").

20 November 2020

Pantheon Resources plc

Result of Fundraise and Retail Offer

Upsized to approximately $30 million and oversubscribed

Pantheon Resources plc ("Pantheon" or the "Company"), the AIM-quoted oil and gas exploration company with working interests of 89.2% - 100% in certain projects located adjacent to transportation and pipeline infrastructure on the Alaska North Slope, today announces the results of the Fundraise and Retail Offer which was announced yesterday.

Aggregate gross proceeds of approximately $30.2 million have been raised through the Placing, Subscription and Retail Offer. A total of 73,756,314 new Ordinary Shares have been placed and subscribed for pursuant to the Placing, Subscription and Retail Offer at a price of 31 pence per Ordinary Share (the "Issue Price"). Canaccord Genuity acted as Nominated Adviser and Sole Bookrunner in respect of the Placing.

The Fundraise was significantly oversubscribed and the Company, having taken into account the strong support received from existing and new investors, decided to increase the size of the Fundraise and Retail Offer to $30.2 million. The further funds raised will allow the Company to drill and test all four zones at Talitha-A, and importantly now include drilling of a horizontal section into the Shelf Margin Deltaic sequence. In addition, proceeds of the Fundraise allow Pantheon to continue high grading its acreage position. The Board believes these inititaives will further strengthen the Company's postion in current and future farm-out negotiations.

The Placing Shares, Retail Shares and Subscription Shares to be issued together represent 14.7 per cent of the issued voting Ordinary Share capital of the Company prior to the Fundraise.

Application will be made to the London Stock Exchange for the 73,756,314 new Ordinary Shares to be admitted to trading on AIM. Subject, amongst other things, to the satisfaction or waiver of the conditions of the Placing Agreement, it is expected that Admission will take place and dealings in the new Ordinary Shares will commence on AIM on or around 8.00 a.m. on 26 November 2020.

Immediately following Admission, the Company's issued share capital will be 576,515,027 Ordinary Shares of £0.01 each, with each carrying the right to one vote and 102,471,055 non-voting convertible shares. The Company does not hold any Ordinary Shares in treasury. The total voting rights figure immediately following Admission, of 576,515,027, may be used by shareholders (and others with notification obligations) as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change to their interest in, the Company under the DTRs.

Directors' participation in the Fundraise

Pursuant to the Subscription, the following Directors have agreed to subscribe for the following Subscription Shares at the Issue Price:

1The Subscription Shares and some of these ordinary shares are owned by the spouse of J Hondris.

2The Subscription Shares are being subscribed for by Westman Management Limited ("Westman"), Mr Brest has an indirect interest in Pantheon as described below.

Mr Brest's indirect interest results from the direct and indirect holding of Pantheon by Westman, of which Mr Brest is the sole director. Prior to the Subscription Westman holds 327,869 ordinary shares of Pantheon and holds approximately 5.3% interest in Ursa Major Holdings LLC ("UMH"). UMH has an indirect interest in Pantheon through Great Bear Petroleum Operating LLC ("GBPO") as a result of the acquisition of the Great Bear Companies by Pantheon announced on 21 December 2018. UMH holds an approximately 50% interest in GBPO. GBPO has a beneficial interest in approximately 28 million ordinary shares. 26 million of these ordinary shares are held by CHONS LLC on behalf of GBPO. GBPO also owns approximately 88 million non-voting shares convertible into ordinary shares, 4.8 million warrants exercisable into convertible non-voting shares in the Company with strike price of £0.30 per share, and options over approximately 49 million shares in the Company presently owned by CHONS LLC, of which approximately 30.7 million are currently exercisable into ordinary shares and 13.3 million are exercisable into convertible non-voting shares.

Mr Brest's interest in the shares held by GBPO is variable based on the distribution mechanisms established by the limited liability company agreements of UMH and Great Bear Petroleum Holdings LLC ("GBPH", a parent company of GBPO). This interest changes with fluctuations of exchange rates, the Company's share price, and other factors.

In addition to this financial interest, Mr Brest is one of two Managing Member Designees GBPH. Collectively, the two Managing Member Designees of GBPH direct the affairs of GBPO.

Jay Cheatham, CEO of Pantheon Resources, said:

"The equity raise is a great outcome for Pantheon. We are now funded for full testing of the Talitha-A well including a horizontal section into the Shelf Margin Deltaic, and can now continue to high grade our acreage position which could add significant value to our portfolio of assets. As I said at the opening, this equity raise was a "no brainer" versus a farmout. Our recent technical work has progressed our understanding far beyond what we understood even just three months ago. This will strengthen us in all our current and future farm-out discussions.

We've made substantial progress over the past months in upgrading our resources and having two of these resources independently certified. This progress combined with the award of the two units by the State of Alaska has significantly increased our confidence in the Talitha project. A farmout would have diluted our interest in Talitha and across most of our prospective leases significantly more than the 12% dilution of the entire issued share capital in this capital raise."

All defined and capitalised terms have the same meaning as the Company's announcement on at 17:02 on 19 November 2020.

Further information:

IMPORTANT NOTICE

This announcement is released by Pantheon Resources plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"). It is disclosed in accordance with the Group's obligations under Article 17 of MAR.

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of the Group by Jay Cheatham, CEO.

No action has been taken by the Group or Canaccord, or any of their respective affiliates, that would, or which is intended to, permit a public offer of the New Ordinary Shares in any jurisdiction or the possession or distribution of this announcement or any other offering or publicity material relating to the New Ordinary Shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this Announcement comes shall inform themselves about, and observe, such restrictions.

No prospectus has been made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Directive) to be published.The New Ordinary Shares to be issued pursuant to the Fundraise will not be admitted to trading on any stock exchange other than the AIM market operated by the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

Information for Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail and professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Proposals. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Canaccord will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares pursuant to the Fundraise.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

IMPORTANT NOTICES

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA") AND THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AND AMENDMENTS ‎‎AND SUPPLEMENTS THERETO)‎ AND INCLUDING ANY RELEVANT IMPLEMENTING MEASURE IN ANY RELEVANT MEMBER STATE INCLUDING THE UNITED KINGDOM (THE "PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (3) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN PANTHEON RESOURCES PLC

THE NEW ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE NEW ORDINARY SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND TO CERTAIN QUALIFIED INVESTORS IN TRANSACTIONS NOT INVOLVING A PUBLIC ‎OFFERING IN THE UNITED STATES. NO PUBLIC OFFERING OF THE NEW ORDINARY SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

The distribution of this Announcement and/or the Placing and/or issue of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Canaccord or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the New Ordinary Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such New Ordinary Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Canaccord to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any ‎such jurisdiction.‎

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or the "US")), Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the New Ordinary Shares is being made in any such jurisdiction.

This Announcement is not being distributed by, nor has it been approved for the purposes of section ‎‎21 of the Financial Services and Markets Act 2000, as amended ("FSMA") by ‎Canaccord or any other person authorised under FSMA. This Announcement is being distributed and ‎communicated to persons in the United Kingdom only in circumstances in which section ‎‎21(1) of FSMA does not apply or otherwise falls within a relevant exemption. No prospectus will be ‎made available in connection with the matters contained in this Announcement and no such ‎prospectus is required (in accordance with the Prospectus Regulation) to be published. Persons ‎needing advice should consult an independent financial adviser.‎

This Announcement is only directed at persons in Australia, who it is lawful to offer the shares to be issued under the Placing without disclosure under Chapter 6D of the Australian Corporations Act and Part 7.9 of the Australian Corporations Act (including those who are "sophisticated investors" as set out in section 708(8) of the Australian Corporations Act or who are "professional investors" as set out in section 708(11) of the Australian Corporations Act), who are a "wholesale client" within the meaning of section 761G of the Australian Corporations Act, and where such action complies with all applicable laws, regulations and directives and does not require any document to be lodged with ASIC.

The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Fundraise or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the New Ordinary Shares and the New Ordinary Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the New Ordinary Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement may contain "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the New Ordinary Shares. Any investment decision to buy New Ordinary Shares in the Fundraise must be made solely on the basis of information contained in this Announcement.

This Announcement has not been approved by any competent regulatory authority. Canaccord is nominated advisor to the Company, authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Fundraise and Admission and Canaccord will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Fundraise or any other matters referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no ‎responsibility or liability is or will be accepted by Canaccord or by any of its ‎affiliates or their affiliates' agents, directors, officers and employees, respectively, as to, or in ‎relation to, the accuracy or completeness of this Announcement or any other written or oral ‎information made available to or publicly available to any interested party or its advisers, and any ‎liability therefor is expressly disclaimed.‎

No statement in this Announcement or in any previous announcement or in any previous presentation issued by the Company was or is intended to be a profit forecast or estimate, and no statement in this Announcement nor in any previous announcement or in any previous presentation issued by the Company should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

This Announcement has been issued by, and is the sole responsibility, of the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Canaccord or by any of its respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.