Placing and Subscription to raise $30 Million

Pantheon Resources plc ("Pantheon" or the "Company"), the oil and gas company developing the Kodiak and Ahpun projects near pipeline and transportation infrastructure on Alaska's North Slope, is pleased to announce that it has raised $30 million of new capital (before expenses) by way of a conditional placing and subscriptions (together the "Fundraise") of new Ordinary Shares at a price of 25 pence per share (the "Issue Price").

The proceeds will increase the Company's liquidity in support of operational activities at Dubhe-1 (including stimulation and flow testing), development planning activities for Ahpun, commercial activities related to gas monetisation, additional support for the preparation of a US stock exchange listing (subject to market conditions) and general working capital.

The placing (the "Placing") of 79,726,389 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 8,834,498 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 Bonds (the "2021 Convert Holder") has participated in the Placing for $2.5 million. At the same time, the Company has also agreed to satisfy its quarterly repayment obligations in respect of the 2021 Convertible Bonds falling due on 13 September 2025 by issuing and allotting 7,424,277 new Ordinary Shares at the Issue Price (the "2021 Convert Shares"). In addition, the Company has granted an option to the 2021 Convert Holder, exercisable at any time prior to 13 December 2025, to satisfy its $2.47 million quarterly repayment (including interest) due on that date by the allotment and issue of further new Ordinary Shares at the Issue Price. Upon repayment, or the earlier settlement in shares of the December 2025 quarterly repayment, the 2021 Convertible Bonds will have been repaid in full.

The Placing Shares, the Subscription Shares and the 2021 Convert 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 London Stock Exchange plc for admission of the 95,985,164 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 18 September 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 26 September 2025). The Fundraise is conditional upon, inter alia, Admission ‎becoming effective and the Placing Agreement not otherwise being ‎terminated in accordance with its terms.

David Hobbs, Executive Chairman, said: "In line with our strategy to fund ahead of expected requirements, we have bolstered our liquidity to take us towards the anticipated US Listing and all development planning activities between now and then. There was strong interest in the Fundraise and the Company scaled back demand to $30 million, and the 9% discount to the market closing price of 27.5p per share reflects that strong interest. Operationally, we are on track to commence hydraulic stimulation and thereafter, flow testing operations in the coming weeks. Frac sand is already in Deadhorse and equipment is starting to mobilise - and overall, Dubhe-1 programme costs are tracking at or below original estimates."

"I want to add my appreciation for the work done by Erich and his team in moving us towards flow testing the lateral in Dubhe-1, an important milestone for the Company. Our expectation is that a successful flow test will demonstrate a clear path to commercial development including supply of associated gas through the AK LNG Phase 1 pipeline."

As part of the Subscription Jeremy Brest has agreed to subscribe for 1,255,088 Subscription Shares totalling $0.425 million. In addition to awards under the Company's Employee Share Ownership Plan, upon Admission he will hold the following ordinary shares:

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:

• the Placing Agreement becoming unconditional in all respects (save for Admission occurring) and not having been terminated in accordance with its terms;
• Admission becoming effective by no later than 8.00 a.m. on 18 September 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 26 September 2025).

The Placing Agreement can also be terminated if the Company has not received payment of the Subscription proceeds in respect of the Subscription Shares prior to Admission.

Accordingly, if such conditions are not satisfied or, if applicable, waived, or the Placing Agreement is terminated the Fundraise will not proceed.

The Fundraise is not underwritten by Oak Securities, Canaccord, Zeus or any other person.

Settlement and dealings

The New Ordinary Shares will be in registered form and will be capable of being held in either certificated or uncertificated form (i.e. in CREST). Accordingly, following Admission, settlement of transactions in the Ordinary Shares may take place within the CREST system if a Shareholder so wishes.

The ISIN number of the New Ordinary Shares is GB00B125SX82. The TIDM is PANR.

Total Voting Rights

Immediately following Admission, the Company's issued share capital will be 1,337,596,800 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 Admission, of 1,337,596,800 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.

Risk Factors

Any investment in the Company is subject to a number of material risks and uncertainties. Accordingly, prospective investors should carefully consider the material operational, engineering, geological, commodity price, political, financing, liquidity, foreign exchange, resource estimation and other risks of investing in an AIM-quoted company operating in the natural resources sector, other information contained in this Announcement and any other publicly available information about the Company before making a decision whether to invest in the Company.

Before making an investment, prospective investors are strongly advised to consult an investment adviser authorised under the Financial Services and Markets Act 2000, as amended ("FSMA") who specialises in investments of this kind. A prospective investor should consider carefully whether an investment in the Company is suitable in the light of his or her personal circumstances, the financial resources available to him or her and his or her ability to bear any loss which might result from such investment.

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