Issue of Equity and Total Voting Rights

15 June 2023

 Pantheon Resources plc

Issue of Equity and Total Voting Rights

Pantheon Resources plc ("Pantheon" or the "Company"), the AIM-quoted oil and gas company with 100% working interest in all of its oil projects spanning c. 193,000 acres adjacent to transportation and pipeline infrastructure on the Alaska North Slope, announces (i) an update in relation to the settlement of the Fundraise announced on 16 May 2023 and (ii) the quarterly repayment of unsecured bonds.

Completion of settlement of the Fundraise

Further to its announcement on 23 May 2023 in relation to the settlement of the Fundraise announced on 16 May 2023, the Company can now confirm the receipt of all outstanding Subscription monies. Accordingly, an application to AIM has been made for the remaining 8,783,893 new Ordinary Shares relating to the Fundraise to be admitted to trading on AIM (the "Second Fundraise Admission"). It is expected that the Second Fundraise Admission will take place and dealings will commence on AIM on or around 8.00 a.m. on 21 June 2023.

Quarterly Bond Repayment

Pantheon has elected to pay (i) the quarterly principal repayment of US$2.45 million and (ii) the interest payment of US$367,500 (collectively, the "Quarterly Repayment") in respect of its senior unsecured convertible bonds due 2026 (the "Convertible Bond"), through the issuance of new shares. Pursuant to the terms of the Convertible Bond agreement a total of 15,172,320 new Ordinary Shares will be issued in settlement of this Quarterly Repayment. Application has been made to AIM for the admission to trading of the 15,172,320 new Ordinary Shares, which is also expected on 21 June 2023 (together with the Second Fundraise Admission, the "Admissions").

After settlement of the Quarterly Repayment, the principal remaining under the Convertible Bond will be reduced by US$2.45 million to US$34.30 million.

Total Voting Rights

Immediately following the Admissions, the Company's issued share capital will be 907,206,399 Ordinary Shares, with each share carrying the right to one vote. The Company does not hold any Ordinary Shares in treasury. The total voting rights figure immediately following the Admissions of 907,206,399 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 Disclosure Guidance and Transparency Rules.

All defined and capitalised terms have the same meaning as set out in the Company's announcement on 16 May 2023 at 16:59 p.m.

-ENDS-

Further information, please contact:

Notes to Editors

Pantheon Resources plc is an AIM-listed Oil & Gas company focused on several large projects located on the North Slope of Alaska ("ANS"), onshore USA where it has a 100% working interest in 193,000 highly prospective acres with potential for multi billion barrels of oil recoverable. A major differentiator to other ANS projects is its close proximity to transport and pipeline infrastructure which offers a significant competitive advantage to Pantheon, allowing for materially lower capital costs and much quicker development times. The Group's stated objective is to create material value for its stakeholders through oil exploration, appraisal and development activities in high impact, highly prospective conventional assets in the USA, a highly established region for energy production with infrastructure, skilled personnel and low sovereign risk. All operations are onshore USA, with drilling costs materially below that of offshore wells.