Pantheon Res Regulatory News (PANR)

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY. THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA AND NEW ZEALAND 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.

NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED ("PRIMARYBID") WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021).

FOR IMMEDIATE RELEASE

19 November 2020

Pantheon Resources plc

("Pantheon" or the "Company")

Retail Offer

Pantheon Resources plc  (AIM: PANR), 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, is pleased to announce, an offer for subscription via PrimaryBid (the "Retail Offer") of new ordinary shares of 1p each in the Company ("Retail Shares").

As separately announced today, Pantheon is conducting a non-pre-emptive placing of new ordinary shares (the "Placing Shares") in the Company (the "Placing") through an accelerated bookbuilding process (the "Bookbuild") at a price of 31 pence per Placing Share (the "Issue Price"). The actual number of Placing Shares will be determined at the close of the Bookbuild. As also announced today, the Company is raising capital through separate subscriptions with investors and certain directors of the Company (the "Subscription" and together with the Placing the "Fundraise").

The Retail Offer and the Fundraise are conditional on the new ordinary shares to be issued pursuant to the Retail Offer and the Fundraise being admitted to trading on the AIM market operated by the London Stock Exchange ("Admission"). Admission is expected to be take place at 8.00 a.m. on 26 November 2020. The Retail Offer will not be completed without the Fundraise also being completed.

Reasons for the Retail Offer

Whilst the Fundraise has been structured as a non-pre-emptive offer so as to minimise risk, cost and time to completion, the Company greatly values its retail investor base.

After consideration of the various options available to it, the Company believes that the separate Retail Offer, which will give retail investors the opportunity to participate in the fundraising alongside the Fundraise, is in the best interest of shareholders.

The gross minimum proceeds of the Fundraise of $18.1 million are expected to be used as follows:

The Company has identified several areas where it will apply any additional proceeds above the minimum, including that from the Retail Offer, which include extended testing on the Talitha well, participation in lease sales, and otherwise strengthening its financial position when negotiating with farm out partners.

The detailed rationale for the Fundraise is set out in the announcement released earlier today.

Retail Offer

The Company greatly values its retail investor base and is therefore pleased to provide private and other investors the opportunity to participate in the Retail Offer at the Issue Price by applying exclusively through the www.PrimaryBid.com platform and the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service.

The Retail Offer, via the PrimaryBid platform, is now open to individual and institutional investors and will close at the same time the Bookbuild is completed. The Retail Offer may close early if it is oversubscribed.

Subscriptions under the Retail Offer will be considered by the Company on a "first come, first served" basis, subject to conditions (which are available to view on PrimaryBid.com).

The Company in consultation with PrimaryBid reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.

No commission is charged to investors on applications to participate in the Retail Offer made through PrimaryBid.

IT IS VITAL TO NOTE THAT ONCE AN APPLICATION FOR RETAIL SHARES HAS BEEN MADE AND ACCEPTED VIA PRIMARYBID, AN APPLICATION CANNOT BE WITHDRAWN.

For further information on PrimaryBid or the procedure for applications under the Retail Offer, visit www.PrimaryBid.com or call PrimaryBid.com on +44 20 3026 4750. 

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

Details of the Retail Offer

It is a term of the Retail Offer that the total value of Retail Shares available for subscription at the Placing Price does not exceed €8 million equivalent. Accordingly, the Company is not required to publish (and has not published) a prospectus in connection with the Retail Offer as it falls within the exemption set out in section 86(1)(e) and 86(4) of the Financial Services and Markets Act 2000. The Retail Offer is not being made into any jurisdiction where it would be unlawful to do so and the Retail Shares may not be offered, sold, resold or delivered, directly or indirectly, in or into Canada, Japan, the Republic of South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful. In particular, the Retail Offer is being made only to persons who are, and at the time the Retail Shares are subscribed for, will be outside the United States and subscribing for the Retail Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Persons who are resident or otherwise located in the United States will not be eligible to register for participation in the offer through PrimaryBid or subscribe for Retail Shares.

The Retail Shares, if issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Settlement for the Retail Shares and Admission is expected to take place at or around 8.00 a.m. on 26 November 2020 but in any event not later than 8.00 a.m. on 17 December 2020. The Retail Offer is conditional, among other things, upon Admission becoming effective and the placing agreement entered into by the Company in connection with the Placing not being terminated in accordance with its terms.

For further details, please refer to www.PrimaryBid.com. The terms and conditions on which the Retail Offer is made, including the procedure for application and payment for the Retail Shares, is available to all persons who register with PrimaryBid.com.

It should be noted that a subscription for the Retail Shares and any investment in the Company carry a number of risks. Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice. Investors should take independent advice from a person experienced in advising on investment in securities such as the Company's ordinary shares if they are in any doubt.

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

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been, and will not be, registered under the U.S. Securities Act 1933 (as amended) and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

Enquiries:

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.