Quarterly Repayment of Bonds and Private Placement

Pantheon Resources plc (AIM:PANR, OTCQX: PTHRF) ("Pantheon" or the "Company"), an oil and gas company developing the Kodiak and Ahpun oil fields in close proximity to pipeline and transportation infrastructure on Alaska's North Slope, announces that it has issued 9,108,756 new ordinary shares (the "New Ordinary Shares") in the Company via a private placement with the convertible bondholders (the "Private Placement") at an issue price of US$0.2878 (£0.2266) per ordinary share (the "Issue Price") for total proceeds of US$2.622 million.

The Issue Price represents a 10 per cent. discount to the 10-day VWAP of the ordinary shares up to and including 18 November 2024 (being the latest practicable date prior to the release of this Announcement).

The total proceeds will be used to settle, in cash, (i) the quarterly principal repayment of US$2.45 million and (ii) the quarterly interest payment of US$0.1715 million (collectively, the "Quarterly Repayment") in respect of its senior unsecured convertible bonds due June 2026 (the "Convertible Bonds"). The Quarterly Repayment will be made on 13 December 2024 and will be settled in its entirety in cash through the proceeds from Private Placement. Accordingly, the result of the Private Placement and subsequent Quarterly Repayment will be cash-neutral for the Company.

After settlement of the Quarterly Repayment, the principal remaining under the Convertible Bond will be reduced by US$2.45 million to US$14.7 million.

Rationale for Private Placement

The rationale for the Private Placement is to avoid a situation where Pantheon is potentially unable to elect to issue shares as settlement for the Quarterly Repayment due to being in a closed period in relation to the drilling of the Megrez-1 well. It is possible that the Megrez-1 well could be receiving potentially price sensitive information at the time that the Quarterly Repayment decision is made, and to avoid this situation the Company is electing to issue the New Ordinary Shares now, with the proceeds to be applied towards the settlement for the December Quarterly Repayment.

Admission and Total Voting Rights

Application is being made to the London Stock Exchange plc for the New Ordinary Shares to be admitted to trading on AIM. It is expected that admission will become effective and that dealings in the New Ordinary Shares on AIM will commence at 8:00 a.m. on or around 22 November 2024 ("Admission").

David Hobbs, Executive Chairman of Pantheon Resources, said: "This was a prudent decision from a governance point of view, made at a time well before Megrez-1 reaches any targeted horizons. At the current time the well has set surface casing and drilling will commence once all safety protocols have been completed."