Placing and Subscription to Raise $16.25 Million
Pantheon raised $16.25 million through placing and subscription at 21.15 pence per share, with partial debt conversion.
- Capital raised $16.25 million
- Issue price per share 21.15 pence
- 2021 Convertible Bond prepaid $2.45 million x 2
- 2025 Bonds redeemed $6.5 million
- Outstanding 2021 Bond principal after prepayment $4.9 million
- Outstanding 2025 Bonds after redemption $28.5 million
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Pantheon Resources plc ("Pantheon" or the "Company"), the oil and gas company developing the Kodiak and Ahpun projects located in close proximity to pipeline and transportation infrastructure on Alaska's North Slope, is pleased to announce that it has raised $16.25 million (before expenses) by way of a conditional placing and subscriptions (together the "Fundraise") of new Ordinary Shares at a price of 21.15 pence per share (the "Issue Price").
The Fundraise is consistent with the Company's stated strategy of conservative financing - seeking to maintain liquidity in excess of existing commitments. The proceeds will increase the Company's liquidity in support of drilling and operational activities at Dubhe-1 appraisal well, development planning activities for Ahpun, commercial activities related to gas monetisation and support the preparation of a US stock exchange listing targeting either the end of 2025 or during the first quarter of 2026 (subject to market conditions).
The placing (the "Placing") of new Ordinary Shares (the "Placing Shares") has been conducted by Oak Securities ("Oak Securities"), Canaccord Genuity Limited ("Canaccord") and Zeus Capital Limited ("Zeus Capital") as joint bookrunners ("Joint Bookrunners").
Certain investors have also subscribed for new Ordinary Shares (the "Subscription Shares") at the Issue Price directly with the Company (the "Subscription").
As part of the Fundraise, the holder of the 2021 Convertible Bond has participated in the Placing for $3.0 million. At the same time, the Company has also agreed to prepay the final two principal amortisation payments under the 2021 Convertible Bond of $2.45 million each by way of issuing 16,976,514 new Ordinary Shares at the Issue Price (the "2021 Bond Shares"). These two payments originally fell due in March and June 2026. Following this, the outstanding principal owing on the 2021 Convertible Bond will reduce to $4.9 million.
The Company has also redeemed $6.5 million of the $35 million of the 2025 5% convertible bonds due 2028 ("2025 Bonds") and will issue to those bondholders 22,519,865 Ordinary Shares with an aggregate value at the Issue Price equal to the amount redeemed (the "2025 Bond Shares"). Following these redemptions, the outstanding principal amount of the 2025 Bonds will be reduced to $28.5 million accordingly.
The Placing Shares, the Subscription Shares, the 2021 Bond Shares and the 2025 Bond Shares (together the "New Ordinary Shares"), when issued, will all be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue.
Application will be made to the London Stock Exchange plc for admission of the New Ordinary Shares to trading on AIM ("Admission") and it is expected that Admission will take place at 8.00 a.m. (London time) on or around 11 July 2025 (or such later time and/or date as may be agreed between the Company and the Joint Bookrunners, being not later than 8.00 a.m. (London time) on 18 July 2025). The Fundraise is conditional upon, inter alia, Admission becoming effective. The Placing is also conditional upon the Company having received payment of the Subscription proceeds in respect of the Subscription Shares and the Placing Agreement not otherwise being terminated in accordance with its terms.
As a result of the issuance of the New Ordinary Shares described above, the interest held by Michael Spencer and IPGL will exceed 8% of the enlarged Company. A regulatory notification is anticipated following admission of the all the New Ordinary Shares.
Dubhe-1 Appraisal Well
In the immediate future, the Company intends to drill the Dubhe-1 appraisal well. On the basis of a successful appraisal well the Company would then intend to conduct a lateral completion and long term flow test subject to available capital. The Company will conduct a webinar to outline the objectives and operational programme for the well on Wednesday 9 July 2025.
Webinar - Investor Meet Company, Wednesday, 9 July at 5:30pm British Summer Time
The Company is pleased to announce that Max Easley and Erich Krumanocker will provide an investor update, discussing the upcoming Dubhe-1 appraisal well via Investor Meet Company on 9 July 2025, 17:30 BST.
The presentation is open to all existing and potential shareholders. Questions can be submitted pre-event via your Investor Meet Company dashboard up until 15:00 BST on 08 July 2025, or at any time during the live presentation.
Investors can sign up to Investor Meet Company for free and add to meet PANTHEON RESOURCES PLC via:
Appointment of Joint Corporate Broker
Pantheon is pleased to announce the appointment of Oak Securities as Joint Corporate Broker alongside the Company's existing broker, Canaccord Genuity Limited.
David Hobbs, Executive Chairman, said: "This placement strengthens our hand in discussions around gas commercialisation and in dealings with other potential field development project stakeholders. We now have a clear timetable for drilling of the Dubhe-1 well without risking operational commitments in excess of our financial resources.
"We made the decision to accept a reasonably priced offer of funding with an eye to our longer term opportunity set and are grateful to investors for presenting this option to the Company."
The Directors below have subscribed for an aggregate amount of approximately $1.05 million as part of the Subscriptions. In addition to awards under the Company's Employee Share Ownership Plan, the Directors listed below will, upon Admission, hold the following ordinary shares:
| Director 1 | Current ultimate beneficial ownership | Number of Subscription Shares being subscribed for | Resultant ultimate beneficial ownership after the Subscription | Percentage of Ordinary Shares on Admission |
|---|---|---|---|---|
| Jay Cheatham | 4,529,463 | 94,562 | 4,624,025 | 0.38% |
| Jeremy Brest | 3,739,679 | 3,464,594 | 7,204,273 | 0.59% |
| Allegra Hosford Scheirer | 58,119 | 17,322 | 75,441 | 0.01% |
| Linda Havard | 118,559 | 35,460 | 154,019 | 0.01% |
| Max Easley | - | 34,645 | 34,645 | 0.00% |
| Total | 3,646,583 |
1 Includes shares beneficially held through spouses or private companies.
As a consequence of the Fundraise, and pursuant to the anti-dilution provisions of the 2021 Convertible Bond, the Company expects that there will be a minor adjustment to the conversion price of the 2021 Convertible Bond. There are no adjustments to how the amortisation and interest payments will be calculated if to be satisfied by shares.
Conditions relating to the Fundraise
The Fundraise is conditional, inter alia, upon:
- Admission becoming effective by no later than 8.00 a.m. on 11 July 2025 (or such later time and/or date as the Company and Joint Bookrunners may agree (being not later than 8.00 a.m. on 18 July 2025).
Accordingly, if such conditions are not satisfied or, if applicable, waived, the Fundraise will not proceed.
The Fundraise is not underwritten by Oak Securities, Canaccord, Zeus or any other person.
Settlement and dealings
The ISIN number of the New Ordinary Shares is GB00B125SX82. The TIDM is PANR.
Total Voting Rights
Risk Factors
PDMR Notifications
| 1 | Details of the person discharging managerial responsibilities / person closely associated | ||
| a) | Name | 1. Jay Cheatham 2. Jeremy Brest 3. Allegra Hosford Scheirer 4. Linda Havard 5. Max Easley | |
| 2 | Reason for the notification | ||
| a) | Position/status | 1. Non-Executive Director 2. Non-Executive Director 3. Non-Executive Director 4. Non-Executive Director 5. Chief Executive Officer | |
| b) | Initial notification/Amendment | Initial Notifications | |
| a) | Name | Pantheon Resources plc | |
| b) | LEI | 213800SWHY5DNQS64J23 | |
| b) | Nature of the transaction | Subscriber in the Capital Raising | |
| c) | Price(s) and volumes(s) | Price(s) | Volume(s) |
| 1. 21.15p 2. 21.15p 3. 21.15p 4. 21.15p 5. 21.15p | 1. 94,562 2. 3,464,594 3. 17,322 4. 35,460 5. 34,645 | ||
| d) | Aggregated information - Aggregated volume - Price | N/A (single transactions) | |
| e) | Date of the transaction | 04 July 2025 | |
| f) | Place of the transaction | Outside of a trading venue |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.