TIDMPANR
RNS Number : 6404L
Pantheon Resources PLC
07 September 2023
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO
OR FROM, NOR IS IT TO BE TRANSMITTED OR DISTRIBUTED TO, OR SENT BY,
ANY NATIONAL OR RESIDENT OR CITIZEN OF ANY JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL
SECURITIES LAWS OR REGULATIONS. PLEASE SEE THE IMPORTANT NOTICES AT
THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
7 September 2023
Pantheon Resources plc
Private Placement
Pantheon Resources plc ("Pantheon" or the "Company"), the
AIM-quoted oil and gas company with 100% working interests, all on
state (not federal) land, in certain projects located adjacent to
transportation and pipeline infrastructure on the Alaska North
Slope, today announces that it has agreed to a private placement of
11,905,370 new ordinary shares of the Company (the "New Ordinary
Shares") at a price per New Ordinary Share of GBP0.1878 (equivalent
to US$0.2346, being a 10% discount to the six day VWAP of the
ordinary shares on AIM) for an aggregate subscription amount of
US$2.793 million, to IPGL Limited ("IPGL"), an existing supportive
long term shareholder of Pantheon (the "Private Placement").
The Company will pay the full quarterly bond repayment of $2.793
million due to the holder of the Company's outstanding convertible
bonds on 13 September 2023, in cash. The funds raised in the
Private Placement will be used to replenish such amount and
accordingly the Private Placement will be cash-neutral for the
Company and should result in materially similar dilution than would
have been the case had the Company settled the bond repayment in
shares.
It is expected that the New Ordinary Shares will be issued to
IPGL on or around 29 September 2023. Application will be made to
the London Stock Exchange for the New Ordinary Shares to be
admitted to trading on AIM at 8.00 a.m. on such date.
The New Ordinary Shares will represent 1.3 per cent. of the
outstanding issued ordinary share capital of the Company prior to
the Private Placement.
Immediately following Admission, the Company's issued share
capital will be 919,111,769 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 919,111,769 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.
David Hobbs, Executive Chairman of Pantheon Resources, said:
"We are pleased to have placed these shares in the hands of an
already significant, long-term shareholder that is supportive of
Pantheon's corporate strategy for delivering sustainable market
recognition of $5-$10 per barrel of recoverable resources. We look
forward to sharing more detail on our contingent resource estimates
in the forthcoming webinar, and reporting on the re-entry of
Alkaid-2 to gather key development planning data, scheduled to
occur within the next two months."
Further information:
+44 20 7484
Pantheon Resources plc 5361
David Hobbs, Executive Chairman
Jay Cheatham, CEO
Justin Hondris, Director, Finance and Corporate
Development
Canaccord Genuity Limited (Nominated Adviser and
broker)
Henry Fitzgerald-O'Connor
James Asensio +44 20 7523
Gordon Hamilton 8000
BlytheRay
Tim Blythe
Megan Ray +44 20 7138
Matthew Bowld 3204
This Announcement is released by Pantheon Resources plc and
contains inside information for the purposes of Article 7 of the
Market Abuse Regulation (596/2014/EU) as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018,
as amended.
IMPORTANT NOTICES
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in any
jurisdiction in which the same would be unlawful. No public
offering of the New Ordinary Shares is being made in any
jurisdiction.
The New Ordinary Shares have not been and they will not be
registered under the United States Securities Act of 1933, as
amended (the "Securities Act") or with any securities regulatory
authority of any state or jurisdiction of the United States, and
may not be offered, sold or transferred, directly or indirectly, in
the United States except pursuant to an applicable exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United
States. Neither the United States Securities and Exchange
Commission nor any securities regulatory authority of any state or
other jurisdiction of the United States has approved or disapproved
of an investment in the securities or passed upon or endorsed the
merits of the Private Placement or the accuracy or adequacy of the
contents of this Announcement. Any representation to the contrary
is a criminal offence in the United States.
This Announcement may contain "forward-looking statements" with
respect to certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company. As a
result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals
and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made.
Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in
this Announcement to reflect any changes in the Company's
expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is
based.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Canaccord or by any of its affiliates or
their affiliates' agents, directors, officers and employees,
respectively, as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor
(whether in tort, contract or otherwise) is expressly disclaimed.
The responsibilities of Canaccord as the Company's Nominated
Adviser under the AIM Rules for Companies and the AIM Rules for
Nominated Advisers are owed solely to the London Stock Exchange and
are not owed to the Company or to any director or shareholder of
the Company or any other person, in respect of its decision to
acquire shares in the capital of the Company in reliance on any
part of this Announcement, or otherwise.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
Notes to Editors
Pantheon Resources plc is an AIM listed Oil & Gas company
focused on developing the Ahpun and Kodiak fields located on state
land on the Alaska North Slope ("ANS"), onshore USA where it has a
100% working interest in 193,000 acres. Management estimates these
fields to produce Expected Ultimate Recovery of contingent
resources amounting to some 2 billion barrels of marketable liquids
to be delivered through the Trans Alaska Pipeline System
("TAPS").
Pantheon's stated objective is to demonstrate sustainable market
recognition of a value of $5-$10/bbl of recoverable resources by
end 2028. This will require targeting Final Investment Decision
("FID") on the Ahpun field by the end of 2025, building production
to 20,000 barrels per day of marketable liquids into the TAPS main
oil line, and applying the resultant cashflows to support the FID
on the Kodiak field by the end of 2028.
A major differentiator to other ANS projects is the close
proximity to existing roads and pipelines which offers a
significant competitive advantage to Pantheon, allowing for
materially lower infrastructure costs and the ability to support
the development with a significantly lower pre-cashflow funding
requirement than is typical in Alaska.
The Company's project portfolio has been endorsed by world
renowned experts. Netherland, Sewell & Associates ("NSAI")
estimate a 2C contingent recoverable resource in the Kodiak project
that total 962.5 million barrels of marketable liquids and 4,465
billion cubic feet of natural gas. NSAI is currently working on
preparation of an Independent Expert Report for the Ahpun
Field.
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END
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