Retail Offer via PrimaryBid

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 WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021).

Pantheon Resources plc

("Pantheon" or the "Company")

PrimaryBid Offer

PrimaryBid Offer

Pantheon Resources plc (LON: PANR), the AIM-quoted oil and gas company, is pleased to announce, a conditional offer for subscription of new ordinary shares of 1 pence each in the capital of the Company ("Retail Offer Shares") via PrimaryBid (the "PrimaryBid Offer") at an issue price of 17 pence per Retail Offer Share (the "Issue Price"), being a discount of 14.4 per cent to the closing price of the Company's existing ordinary shares on 24 July 2024. The Company is also conducting a placing of new ordinary shares at the Issue Price by way of an accelerated bookbuilding process (the "Placing") as announced earlier today. In addition, certain investors and all of the directors of the Company will also be subscribing for new ordinary shares at the Issue Price directly with the Company (the "Subscription" and, together with the PrimaryBid Offer and the Placing, the "Fundraise").

The Fundraise is conditional on the new ordinary shares to be issued pursuant to the Fundraise being admitted to trading on AIM ("Admission"). Admission is expected to take place at 8.00 a.m. on 2 August 2024. The PrimaryBid Offer will not be completed without the Placing also being completed.

It is a term of the PrimaryBid Offer that the aggregate value of the Retail Offer Shares available for subscription at the Issue Price does not exceed £2 million.

The Company will use the funds raised for drilling of Megrez-1 well and working capital and any additional funds will be applied towards extended flow testing at Megrez-1 (in a success case), further development of the Company's asset portfolio and general corporate purposes.

Reason for the PrimaryBid Offer

While the Placing has been structured as a non-pre-emptive offer so as to minimise cost and time to completion, the Company values its retail investor base and is therefore pleased to provide retail investors with the opportunity to participate in the PrimaryBid Offer.

Existing shareholders and new investors can access the PrimaryBid Offer through PrimaryBid's extensive partner network of investment platforms, retail brokers and wealth managers, subject to such partners' participation. A list of PrimaryBid's distribution partners can be found here.

Some partners may only accept applications from existing shareholders and/or existing customers.

After consideration of the various options available to it, the Company believes that the separate PrimaryBid Offer, which will give retail investors the opportunity to participate in the Fundraise alongside the Placing and the Subscription, is in the best interests of shareholders, as well as wider stakeholders in the Company.

The PrimaryBid Offer will open to investors resident and physically located in the United Kingdom following the release of this announcement. The PrimaryBid Offer is expected to close at the same time as the Placing and may close early if it is oversubscribed.

There is a minimum subscription amount of £250 per investor in the PrimaryBid Offer.

The Company 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 PrimaryBid Offer without giving any reason for such rejection.

Investors wishing to apply for Retail Offer Shares pursuant to the PrimaryBid Offer should contact their investment platform, retail broker or wealth manager for details of their terms and conditions, process (including for using their ISA, SIPP or GIA) and any relevant fees or charges.

The Retail Offer Shares to be issued pursuant to the PrimaryBid Offer will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the new ordinary shares to be issued pursuant to the Placing, the Subscription and the Company's existing ordinary shares.

Brokers wishing to offer their customers access to the PrimaryBid Offer and future PrimaryBid transactions, should contact partners@primarybid.com.