28 January 2021

Pantheon Resources plc

Annual Grant of Share Options to Directors and staff

Pantheon Resources plc ("Pantheon" or "the Company"), the AIM-quoted oil and gas exploration company with 100 per cent working interests (subject to completion of the recently announced transaction to acquire the remaining 10.8 per cent working interest in the Talitha Project) in several projects on the Alaskan North Slope, announces the grant of share options (the "Grant") under the Pantheon Resources plc 2009 Discretionary Share Option Plan which was updated in July 2020 (the "Scheme").

As previously announced, the expert remuneration consultants at Deloitte LLP have provided guidance to the Board on the structuring of the Scheme with the objective of providing an appropriate performance based incentive for all participants. The Scheme also aligns with the Company's strategy to create material value for its stakeholders through its oil exploration, appraisal and development activities. The updated Scheme covers all staff and is comprised of two components; (i) a grant of premium priced share options, which were issued in July 2020, and (ii) a provision for annual grants based upon performance where the timing, amounts and vestings conditions of any such future grants would depend upon the circumstances prevailing at that time. Today's grant is in respect of the second of these categories. Under the terms of the Scheme, total share options are limited to a maximum 15 per cent of the Company's issued share capital in any 10 year rolling period. All options are subject to defined malus and clawback provisions. This Grant represents the second issuance of share options to staff since 2014.

Notice of today's award of share options was provided in the RNS dated 19^th November, 2020 and in the presentation materials relating to the recent $30 million equity fundraising (the "Fundrasing"), as well as in the Company's Annual Report. The share options will have an exercise price of £0.33, representing the prevailing price at the time of the remuneration committee meeting the day after the closing of the Fundraising. The first half of the share options granted will vest 12 months from the date of grant, and the remaining 50 per cent will vest upon the spudding of the next well on the Company's Alaskan acreage after Talitha #A.

The Grant to Directors, certain consultants and employees of the Company have been made under the Scheme or pursuant to option agreements.  

Details of the awards to Directors and PDMRs are presented in the following table:

1.     Issued share capital includes all voting shares and 102.4m non-voting shares.

2.     Terms: £0.33 exercise price, 10 year life and vest in 2 equal tranches; 50% subject to a time based condition (12 months  from grant) and 50% subject to a performance milestone (spudding of the next well after Talitha #A in Alaska).

The table below discloses all share options attributable to the Directors and PDMR's following the granting of these share options:

1.     Issued share capital includes all voting shares and 102.4m non-voting shares

The transaction notifications for each PDMR can be found at the bottom of this RNS. This notice is given in fulfilment of the obligation under Article 19 of the Market Abuse Regulation.

Phillip Gobe, Chairman stated:

"I am very pleased to have implemented our annual staff share option scheme this year. The scheme has involved a previous up-front grant, which consisted of  out of the money share options, combined today with the grant of an annual performance based component. Each and every one of our employees and key consultants are particpants."

"Against a backdrop of great turbulence for the oil and gas sector, we had a year of great achievement. The improvement to our acreage portfolio has been remarkable. The State of Alaska has granted units over our Alkaid and Talitha projects and the remainder of our portfolio, which has recently been enlarged, is covered by leases with nine to 10 year terms. And of course we are presently drilling the Talitha #A well which offers four independent chances at success, any one of which has the potential to change the future of the Company. To have achieved so much in such a short time, in a difficult environment, is testament to the hard work of our staff who fully deserve the share option award for their efforts."

Further information:

Notes to Editors

Pantheon Resources plc is an AIM listed Oil & Gas exploration and production focused on several large projects located on the North Slope of Alaska ("ANS"), onshore USA. A major differentiator to other ANS projects is its close proximity to transport and pipeline infrastructure. The Group's stated objective is to create material value for its stakeholders through oil exploration, appraisal and development activities in high impact, highly prospective conventional assets, in the USA; a highly established region for energy production with infrastructure, skilled personnel and low sovereign risk. All operations are onshore USA, with drilling costs materially below that of offshore wells.

On the North Slope of Alaska, Pantheon holds working interests of 89.2% - 100% in projects  covered by c.1,000 square miles of proprietary 3D seismic. The Company has received Independent Expert Reports certifying a Contingent Resource of 76.5MMBO (million barrels of oil) recoverable on its Greater Alkaid project and 302MMBO Prospective Resource at its Talitha project.

Information contained within this RNS is considered to be inside information prior to its announcement. For further information on Pantheon Resources plc, see the website at: www.pantheonresources.com. The information contained within this RNS is considered to be inside information prior to its release. Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) incorporated into, or forms part of, this announcement.