TIDMPANR
RNS Number : 4150T
Pantheon Resources PLC
14 November 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.
14 November 2023
Pantheon Resources plc
December Convertible Bond Payment, Private Placement, Corporate
Update and Investor Webinar
Pantheon Resources plc (AIM: PANR) ("Pantheon" or the
"Company"), the oil and gas company with a 100% working interest in
the Kodiak and Ahpun projects, collectively spanning 193,000
contiguous acres in close proximity to pipeline and transportation
infrastructure on Alaska's North Slope, provides the following
update:
Highlights:
-- Placement of approximately $4.15 million of new ordinary
shares of GBP0.01 each ("New Ordinary Shares") at a price of $0.255
per share ("Placement Price"), equivalent to 20.8p per share, to
long term investors to increase the Company's cash resources,
allowing it to pay December and March Convertible Bond payments in
cash (the "Placement").
-- David Hobbs, Pantheon's Executive Chairman, is contributing $250,000 of this sum.
-- Scheduling of Investor Meet Company Webinar - 5pm GMT on Tuesday November 21(st) , 2023.
-- Update on corporate strategy following the Board of Directors
meeting held at Pantheon's Houston office on November 2(nd) &
3(rd) , 2023.
David Hobbs, Executive Chairman, said : "In June 2023, Pantheon
embarked on a renewed strategy, promising to keep investors
informed more regularly, to continue to share news as it arises and
to drive progress to financial self-sufficiency as quickly as
possible and at minimum possible value dilution to existing
shareholders. In that vein, we are delighted to be able to announce
steps to remove the perceived overhang of the next two Convertible
Bond payments by placing the stock into the hands of long-term
supportive shareholders.
"This gives us the breathing space to mature potential vendor
and offtaker financing options during the coming weeks and months
in order to meet our strategic objective of achieving cashflow
self-sufficiency and to seek to minimize possible dilution of value
for existing investors. My own commitment to purchase nearly 1
million more shares demonstrates my confidence in the Company and
its ability to achieve its goals. "
Quarterly Convertible Bond Payment
The Company is issuing 16,286,343 New Ordinary Shares to put
itself in a position to fund the next two quarterly bond coupon and
amortisation payments in cash. The Placement will be settled and
the New Ordinary Shares will be issued on 31 January 2024 or such
earlier date as the Company and the subscribers may agree.
IPGL has again offered to subscribe for New Ordinary Shares
based on a 10% discount to the lower of the three day and 10 day
volume-weighted average price up to the end of last week and
continues to be a long term holder. Another long term supportive
shareholder has also agreed to subscribe for New Ordinary Shares on
the same terms.
IPGL is subscribing for 10,857,562 New Ordinary Shares at the
Placement Price for an aggregate subscription price of $2,768,500
and the other long term holder is subscribing for 5,428,781 New
Ordinary Shares at the Placement Price for an aggregate
subscription price of $1,384,250. David Hobbs, Pantheon's Executive
Chairman has agreed to acquire shares in the Placement indirectly
and will do so by acquiring New Ordinary Shares with an aggregate
value of $250,000 at the Placement Price from IPGL, immediately
following closing of the Placement. Settlement of the Placement is
expected on or before 31 January 2024.
The Company has acted now to mitigate the possible dilution for
shareholders in the event that the share price continued to weaken
towards the December bond payment date.
Private Placement
It is expected that the New Ordinary Shares will be issued on or
before 31 January 2024. 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. It is expected that David
Hobbs will also acquire $250,000 New Ordinary Shares at the
Placement Price from IPGL on or before 31 January 2024.
The New Ordinary Shares will represent 1.77 per cent of the
outstanding issued ordinary share capital of the Company prior to
the Placement.
Immediately following Admission, the Company's issued share
capital will be 935,398,112 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 935,398,112 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.
Operational Progress and Investor Webinar
The Company is pleased to announce that it has arranged a
webinar to provide an update on the progress towards approval of
the Ahpun Field development, targeted by the end of 2025, and
achievement of Pantheon's overall strategic objectives. The webinar
will be conducted at 5pm GMT on Tuesday 21(st) November through
Investor Meet Company and will include a Q&A session to address
any investor questions about progress to date and progress to be
expected during the coming months.
Strategy Update from November Board Meeting
At its most recent meeting, the Board agreed:
-- Expand the Board with an additional Independent Non-Executive
Director, thus meeting best practices of having at least two
Independent non-Executives. Regulatory screening of suitable
candidates is currently underway, and the Company hopes to announce
an appointment shortly.
-- Cancellation of the long-term reserves based incentive plan
that was designed for a different business model in East Texas. The
Company will consolidate future long-term incentives through the
issuance of share options and restricted stock units where
appropriate.
-- Ensure sufficient capacity in the remaining incentive plan
for future retention of critical staff (both current and future
team members).
-- Execution of the new Houston office lease on favourable terms.
-- Release of year end results in mid-December 2023 with the AGM
to be scheduled for late January 2024 to be held in London,
available for attendance in person and with an ability for
shareholders who cannot attend in person to view the AGM
virtually.
Advice on US Listing
Furthermore, the Board has received a report from its tax
advisors confirming that there is no significant impediment for the
Company adding a US listing or re-listing the Company in the US.
The Company will therefore begin a programme of transition
(restructuring and implementing controls and governance processes
to become Sarbanes-Oxley compliant) which is targeted to be
completed by 1H 2025. This timetable incorporates, among other
factors, the 12 months which are expected to be required for
certain restructuring steps to achieve tax planning goals. Further
announcements will be made in due course, as the Company progresses
this workstream.
-S-
Further information, please contact:
Pantheon Resources plc +44 20 7484 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
Gordon Hamilton +44 20 7523 8000
BlytheRay
Tim Blythe, Megan Ray, Matthew Bowld +44 20 7138 3204
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. Certified contingent
resources attributable to these projects exceeds 1 billion barrels
of marketable liquids, located adjacent to Alaska's 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
estimates for the Ahpun Field.
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.
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END
MSCBIBBTMTABBTJ
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