THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, RUSSIA OR THE REPUBLIC OF SOUTH AFRICA, NOR IS IT TO BE TRANSMITTED OR DISTRIBUTED TO, OR SENT BY, ANY NATIONAL OR RESIDENT OR CITIZEN OF ANY SUCH COUNTRIES OR OF ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS.

THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR (OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR) ORDINARY SHARES TO ANY PERSON.  IN PARTICULAR, THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION OR OFFER TO ANY PERSON WITH A REGISTERED ADDRESS IN, LOCATED IN, OR WHO IS A RESIDENT OF, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, RUSSIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH INVITATION, SOLICITATION OR OFFER WOULD BE UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR").

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021)

 7 December 2021

Pantheon Resources plc

("Pantheon" or the "Company")

Retail Offer by PrimaryBid

Pantheon (LON: PANR), the AIM quoted oil and gas company with 100% working interests in certain projects located adjacent to transportation and pipeline infrastructure on the Alaska North Slope, is pleased to announce a conditional offer for subscription via PrimaryBid (the "Retail Offer") of new ordinary shares of 1 pence each in the Company ("New Ordinary Shares") at an issue price of 65 pence per New Ordinary Share (the "Issue Price"), being a discount of 14.4 per cent to the closing mid-price on 7 December 2021.  The Company is also conducting a placing of New Ordinary Shares at the Issue Price by way of an accelerated bookbuild process (the "Bookbuild" and the "Placing") as announced earlier today. Certain investors will also be subscribing for new Ordinary Shares (the "Subscription Shares") at the Issue Price directly with the Company (the "Subscription").

The Retail Offer, Subscription and the Placing are conditional, amongst other things, on the new Ordinary Shares to be issued pursuant to the Retail Offer, the Subscription and the Placing being admitted to trading on AIM ("Admission"). Admission is expected to be take place at 8.00 a.m. on 13 December 2021. The Retail Offer will not be completed without the Placing also being completed.

The Company will use the funds raised in the Retail Offer towards further development of the Company's asset portfolio, which could include additional drilling, testing and completion, and the strengthening of its balance sheet ahead of future farm-out and/or financing negotiations.

Retail Offer

The Company highly values its retail investor base and is therefore pleased to provide private and other investors the opportunity to participate in the Retail Offer by applying exclusively through the PrimaryBid mobile app available on the Apple App Store and Google Play.

The Retail Offer, via the PrimaryBid mobile app, will be open to individual and institutional investors following the release of this announcement. The Retail Offer will close on completion of the Bookbuild process.  The Retail Offer may close early if it is oversubscribed.

The Company reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.

No commission is charged to investors on applications to participate in the Retail Offer made through PrimaryBid.  It is vital to note that once an application for New Ordinary Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.

For further information on PrimaryBid or the procedure for applications under the Retail Offer, visit www.PrimaryBid.com or email PrimaryBid at enquiries@primarybid.com. 

The New Ordinary Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing Ordinary Shares.

Details of the Offer

The Company highly values its retail investor base which has supported the Company alongside institutional investors over several years. Given the longstanding support of retail shareholders, the Company believes that it is appropriate to provide retail and other interested investors the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available exclusively through the PrimaryBid mobile app.

The Retail Offer is offered under the exemptions from the need for a prospectus allowed under the Prospectus Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Rules, or for approval of the same by the Financial Conduct Authority in its capacity as the UK Listing Authority. The Retail Offer is not being made into the United States, Australia, Canada, Japan, New Zealand, Russia, the Republic of South Africa or any other jurisdiction where it would be unlawful to do so.  In particular, the Retail Offer is being made only to persons who are, and at the time the New Ordinary Shares are subscribed for, will be outside the United States and subscribing for the New Ordinary Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the U.S. Securities Act of 1933, as amended (the "US Securities Act"). Persons who are resident or otherwise located in the United States will not be eligible to register for participation in the offer through PrimaryBid or subscribe for Retail Shares.

There is a minimum subscription of £250 per investor under the terms of the Retail Offer which is open to existing shareholders and other investors subscribing via the PrimaryBid mobile app.

For further details please refer to the PrimaryBid website at www.PrimaryBid.com. The terms and conditions on which the Retail Offer is made, including the procedure for application and payment for New Ordinary Shares, is available to all persons who register with PrimaryBid.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for New Ordinary Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on www.PrimaryBid.com before making a decision to subscribe for New Ordinary Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the New Ordinary Shares if they are in any doubt. 

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been, and will not be, registered under the US Securities Act and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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