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. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT DOES NOT 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").

8 December 2021

Pantheon Resources plc

Results of Equity Fundraise and Retail Offer

Pantheon Resources plc ("Pantheon" or the "Company"), 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, today announces the results of the Equity Fundraise and Retail Offer which was announced yesterday.

The Equity Fundraise was significantly oversubscribed and the Company, having taken into account the strong support received from existing and new investors, decided to increase the size of the Equity Fundraise to $38 million. In addition $3 million has been raised through the Retail Offer.

Accordingly, aggregate gross proceeds of approximately $41 million have been raised through the Placing, Subscription and Retail Offer. A total of 47,637,583 New Ordinary Shares have been placed and subscribed for pursuant to the Placing, Subscription and Retail Offer at a price of 65 pence per Ordinary Share (the "Issue Price"). Canaccord Genuity acted as Nominated Adviser and Sole Bookrunner in respect of the Placing. Olivetree Financial Limited acted as UK placing agent.

The additional funds raised in the Equity Fundraise will be applied 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.

In addition, the Company intends to elect to increase the principal amount of the Convertible Bonds from $50 million to $55 million in accordance with the terms of the Bond Documents.  The issue of the Convertible Bonds is expected to complete at latest on the business day following admission, subject to customary conditions precedent as described in the Company's announcement of yesterday. As part of the Placing the Convertible Bond Investor increased its subscription to $3 million.

The Company has also received subscriptions for 580,946 Ordinary Shares being an aggregate amount equal to fees due to the Subscribers (the "Additional Subscription Shares"). The New Ordinary Shares and the Additional Subscription Shares represent 6.93% per cent of the issued voting Ordinary Share capital of the Company prior to the Equity Fundraise.

Application will be made to the London Stock Exchange for the 48,218,529 New Ordinary Shares and Additional Subscription Shares to be admitted to trading on AIM. Subject, amongst other things, to the satisfaction or waiver of the conditions of the Placing Agreement, it is expected that Admission will take place and dealings in the New Ordinary Shares and Additional Subscription Shares will commence on AIM on or around 8.00 a.m. on 13 December 2021.

Immediately following Admission, the Company's issued share capital will be 744,427,203 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 744,427,203 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.

Directors' participation in the Equity Fundraise

Pursuant to the Subscription, the following Directors have agreed to subscribe for the following Subscription Shares at the Issue Price:

¹The Subscription Shares  and some of these Ordinary Shares are owned by family members of J Hondris.

²The Subscription Shares are being subscribed for by Westman Management Limited ("Westman"), Mr Brest has an indirect interest in Pantheon as described below.

Mr Brest's interest results from the direct and indirect holding of Pantheon by Westman Management Limited ("Westman"), of which Mr Brest is the sole director. Westman holds 383,348 ordinary shares of Pantheon and holds approximately 5.2% interest in Ursa Major Holdings LLC ("UMH"). UMH has an indirect interest in Pantheon through Great Bear Petroleum Operating LLC ("GBPO"). UMH holds an approximately 50% interest in GBPO. GBPO has a beneficial interest in approximately 35 million ordinary shares which are currently held by CHONS LLC on behalf of GBPO. GBPO also owns approximately 4.8 million warrants exercisable into convertible non-voting shares in the Company with strike price of £0.30 per share.

Mr Brest's interest in the shares held by GBPO is variable based on the distribution mechanisms established by the limited liability company agreements of UMH and Great Bear Petroleum Holdings LLC ("GBPH", a parent company of GBPO). This interest changes with fluctuations of exchange rates, the Company's share price, and other factors.

Jay Cheatham, CEO of Pantheon Resources, said:

"Raising up to $96 million through a combination of equity and convertible debt is a fantastic result, and the fact that the equity raise was substantially oversubscribed is a great show of confidence in our projects by both existing and new shareholders. This funding allows the Company to fully execute our 2022 programme to assess eight targets across three wells - four targets with the reentry of Talitha #A, and two targets each at Theta West and at our Alkaid 2H development well adjacent to the Dalton Highway and TAPS. On success, the Alkaid 2H well will be the first producer for Pantheon on the North Slope, a fantastic milestone. In total we're targeting 17 billion barrels of oil in place and over 2.2 billion barrels of Recoverable Resource, according to our estimates. Additionally, we now have sufficient funding for additional drilling, testing and completion, and we can evaluate the drilling of a second production well. Further, the funding potentially gives us flexibility into 2023 and strengthens our balance sheet ahead of future farm-out or financing negotiations."

All defined and capitalised terms have the same meaning as set out in the Company's announcement on 7 December 2021 at 4.51p.m.

Further information:

IMPORTANT INFORMATION

This announcement is released by Pantheon Resources plc and contains inside information for the purposes of Article 7 of MAR. It is disclosed in accordance with the Group's obligations under Article 17 of MAR.

No action has been taken by the Group or Canaccord, or any of their respective affiliates, that would, or which is intended to, permit a public offer of the New Ordinary Shares or Additional Subscription Shares in any jurisdiction or the possession or distribution of this announcement or any other offering or publicity material relating to the New Ordinary Shares or Additional Subscription Shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this announcement comes shall inform themselves about, and observe, such restrictions.

No prospectus has been made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published.  Neither the New Ordinary Shares nor the Additional Subscription Shares will be admitted to trading on any stock exchange other than the AIM market operated by the London Stock Exchange.

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.

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

IMPORTANT NOTICES

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN THE PROSPECTUS REGULATION; AND/OR (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN THE PROSPECTUS REGULATION WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (3) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN PANTHEON RESOURCES PLC.

NEITHER THE NEW ORDINARY SHARES NOR THE ADDITIONAL SUBSCRIPTION SHARES HAVE 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. THE NEW ORDINARY SHARES AND THE ADDITIONAL SUBSCRIPTION SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND WITHIN THE UNITED STATES TO CERTAIN QUALIFIED INSTITUTIONAL BUYERS (WITHIN THE MEANING OF RULE 144A OF THE SECURITIES ACT) IN TRANSACTIONS NOT INVOLVING A PUBLIC ‎OFFERING IN 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 FUNDRAISE OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF THE NEW ORDINARY SHARES OR THE ADDITIONAL SUBSCRIPTION SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX, BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN THE NEW ORDINARY SHARES OR ADDITIONAL SUBSCRIPTION SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON A DISPOSAL OF THEIR SHARES.

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 OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, RUSSIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

The distribution of this announcement and/or the Placing and/or the issue of the New Ordinary Shares and the Additional Subscription Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Canaccord or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the New Ordinary Shares, the Additional Subscription Shares or possession or distribution of this announcement or any other offering or publicity material relating to such New Ordinary Shares or Additional Subscription Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and Canaccord to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any ‎such jurisdiction.‎

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 the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or the "US")), Australia, Canada, Japan, New Zealand, Russia or the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the New Ordinary Shares or the Additional Subscription Shares is being made in any jurisdiction.‎

This Announcement is not being distributed by, nor has it been approved for the purposes of section ‎‎21 of the Financial Services and Markets Act 2000, as amended ("FSMA") by ‎Canaccord or any other person authorised under FSMA. This Announcement is being distributed and ‎communicated to persons in the United Kingdom only in circumstances in which section ‎‎21(1) of FSMA does not apply or otherwise falls within a relevant exemption. No prospectus will be ‎made available in connection with the matters contained in this announcement and no such ‎prospectus is required (in accordance with the Prospectus Regulation) to be published. Persons ‎needing advice should consult an independent financial adviser.‎

This Announcement is only directed at persons in Australia, who it is lawful to offer the shares to be issued under the Placing without disclosure under Chapter 6D of the Australian Corporations Act (including those who are "sophisticated investors" as set out in section 708(8) of the Australian Corporations Act or who are "professional investors" as set out in section 708(11) of the Australian Corporations Act), and where such action complies with all applicable laws, regulations and directives and does not require any document to be lodged with the Australian Securities and Investments Commission.

Neither the New Ordinary Shares nor the Additional Subscription Shares have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Fundraise or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission, the Japanese Ministry of Finance, the Financial Markets Authority of New Zealand or the Central Bank of Russia and the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the New Ordinary Shares or the Additional Subscription Shares and neither the New Ordinary Shares nor the Additional Subscription Shares have been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan, New Zealand, Russia or the Republic of South Africa. Accordingly, neither the New Ordinary Shares nor the Additional Subscription Shares may (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan, New Zealand, Russia or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this announcement should seek appropriate advice before taking any action.

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, including amongst other things, risks associated with the oil and gas industry in general (e.g. operational risks in exploration, development and production; the uncertainty of reserve estimates; and health, safety and environmental risks), constraint in the availability of services or equipment, negative effects of the COVID-19 pandemic, commodity price fluctuations, changes in legislation impacting the oil and gas industry, adverse weather conditions and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel.

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.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the New Ordinary Shares or the Additional Subscription Shares. Any investment decision to buy New Ordinary Shares or Additional Subscription Shares in the Fundraise must be made solely on the basis of information contained in this announcement.

This Announcement has not been approved by any competent regulatory authority. Canaccord is nominated adviser to the Company, authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Fundraise and Admission or any other matters referred to in this announcement and Canaccord will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Fundraise, Admission or any other matters referred to in this announcement.

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.

No statement in this announcement or in any previous announcement or in any previous presentation issued by the Company was or is intended to be a profit forecast or estimate, and no statement in this announcement nor in any previous announcement or in any previous presentation issued by the Company should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

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.

This Announcement has been issued by, and is the sole responsibility, of the Company. 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 agents 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 therefore is expressly disclaimed.