Placing and Subscription to Raise $16.25 Million

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 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 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").

7 July 2025

Pantheon Resources plc

Placing and Subscription to Raise $16.25 Million of New Capital

Pantheon Resources plc ("Pantheon" or the "Company"), the oil and gas company developing the Kodiak and Ahpun projects located in close proximity to pipeline and transportation infrastructure on Alaska's North Slope, is pleased to announce that it has raised $16.25 million (before expenses) by way of a conditional placing and subscriptions (together the "Fundraise") of new Ordinary Shares at a price of 21.15 pence per share (the "Issue Price").

The Fundraise is consistent with the Company's stated strategy of conservative financing - seeking to maintain liquidity in excess of existing commitments. The proceeds will increase the Company's liquidity in support of drilling and operational activities at Dubhe-1 appraisal well, development planning activities for Ahpun, commercial activities related to gas monetisation and support the preparation of a US stock exchange listing targeting either the end of 2025 or during the first quarter of 2026 (subject to market conditions).

The placing (the "Placing") of new Ordinary Shares (the "Placing Shares") has been conducted by Oak Securities ("Oak Securities"), Canaccord Genuity Limited ("Canaccord") and Zeus Capital Limited ("Zeus Capital") as joint bookrunners ("Joint Bookrunners").

Certain investors have also subscribed for new Ordinary Shares (the "Subscription Shares") at the Issue Price directly with the Company (the "Subscription").

As part of the Fundraise, the holder of the 2021 Convertible Bond has participated in the Placing for $3.0 million. At the same time, the Company has also agreed to prepay the final two principal amortisation payments under the 2021 Convertible Bond of $2.45 million each by way of issuing 16,976,514 new Ordinary Shares at the Issue Price (the "2021 Bond Shares"). These two payments originally fell due in March and June 2026. Following this, the outstanding principal owing on the 2021 Convertible Bond will reduce to $4.9 million.

The Company has also redeemed $6.5 million of the $35 million of the 2025 5% convertible bonds due 2028 ("2025 Bonds") and will issue to those bondholders 22,519,865 Ordinary Shares with an aggregate value at the Issue Price equal to the amount redeemed (the "2025 Bond Shares"). Following these redemptions, the outstanding principal amount of the 2025 Bonds will be reduced to $28.5 million accordingly.

The Placing Shares, the Subscription Shares, the 2021 Bond Shares and the 2025 Bond Shares (together the "New Ordinary Shares"), when issued, will all be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue.

Application will be made to the London Stock Exchange plc for admission of the New Ordinary Shares to trading on AIM ("Admission") and it is expected that Admission will take place at 8.00 ‎a.m. (London time) on or around 11 July 2025 (or such later time and/or date as may be agreed between the ‎Company and the Joint Bookrunners, being not later than 8.00 ‎a.m. (London time) on 18 July 2025). The Fundraise is conditional upon, inter alia, Admission ‎becoming effective. The Placing is also conditional upon the Company having received payment of the Subscription proceeds in respect of the Subscription Shares and the Placing Agreement not otherwise being ‎terminated in accordance with its terms.

As a result of the issuance of the New Ordinary Shares described above, the interest held by Michael Spencer and IPGL will exceed 8% of the enlarged Company. A regulatory notification is anticipated following admission of the all the New Ordinary Shares.

Dubhe-1 Appraisal Well

In the immediate future, the Company intends to drill the Dubhe-1 appraisal well. On the basis of a successful appraisal well the Company would then intend to conduct a lateral completion and long term flow test subject to available capital. The Company will conduct a webinar to outline the objectives and operational programme for the well on Wednesday 9 July 2025.

Webinar - Investor Meet Company, Wednesday, 9 July at 5:30pm British Summer Time

The Company is pleased to announce that Max Easley and Erich Krumanocker will provide an investor update, discussing the upcoming Dubhe-1 appraisal well via Investor Meet Company on 9 July 2025, 17:30 BST.

The presentation is open to all existing and potential shareholders. Questions can be submitted pre-event via your Investor Meet Company dashboard up until 15:00 BST on 08 July 2025, or at any time during the live presentation.

Investors can sign up to Investor Meet Company for free and add to meet PANTHEON RESOURCES PLC via:

https://www.investormeetcompany.com/pantheon-resources-plc/register-investor

Appointment of Joint Corporate Broker

Pantheon is pleased to announce the appointment of Oak Securities as Joint Corporate Broker alongside the Company's existing broker, Canaccord Genuity Limited.

David Hobbs, Executive Chairman, said: "This placement strengthens our hand in discussions around gas commercialisation and in dealings with other potential field development project stakeholders. We now have a clear timetable for drilling of the Dubhe-1 well without risking operational commitments in excess of our financial resources.

"We made the decision to accept a reasonably priced offer of funding with an eye to our longer term opportunity set and are grateful to investors for presenting this option to the Company."

Further information:

MZ Group (USA Investor Relations Contact) +1 949 259 4987

Lucas Zimmerman

Ian Scargill

Background to the Fundraise:

Directors' participation

The Directors below have subscribed for an aggregate amount of approximately $1.05 million as part of the Subscriptions. In addition to awards under the Company's Employee Share Ownership Plan, the Directors listed below will, upon Admission, hold the following ordinary shares:

 1 Includes shares beneficially held through spouses or private companies.

As a consequence of the Fundraise, and pursuant to the anti-dilution provisions of the 2021 Convertible Bond, the Company expects that there will be a minor adjustment to the conversion price of the 2021 Convertible Bond. There are no adjustments to how the amortisation and interest payments will be calculated if to be satisfied by shares.

Conditions relating to the Fundraise

The Fundraise is conditional, inter alia, upon:

a) the Placing Agreement becoming unconditional in all respects (save for Admission occurring) and not having been terminated in accordance with its terms;

b) Admission becoming effective by no later than 8.00 a.m. on 11 July 2025 (or such later time and/or date as the Company and Joint Bookrunners may agree (being not later than 8.00 a.m. on 18 July 2025).

Accordingly, if such conditions are not satisfied or, if applicable, waived, the Fundraise will not proceed.

The Fundraise is not underwritten by Oak Securities, Canaccord, Zeus or any other person.

Settlement and dealings

The New Ordinary Shares will be in registered form and will be capable of being held in either certificated or uncertificated form (i.e. in CREST). Accordingly, following Admission, settlement of transactions in the Ordinary Shares may take place within the CREST system if a Shareholder so wishes.

The ISIN number of the New Ordinary Shares is GB00B125SX82. The TIDM is PANR.

Total Voting Rights

Immediately following Admission, the Company's issued share capital will be 1,238,794,546 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 1,238,794,546 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.

Risk Factors

Any investment in the Company is subject to a number of material risks and uncertainties. Accordingly, prospective investors should carefully consider the material operational, engineering, geological, commodity price, political, financing, liquidity, foreign exchange, resource estimation and other risks of investing in an AIM-quoted company operating in the natural resources sector, other information contained in this Announcement and any other publicly available information about the Company before making a decision whether to invest in the Company.

Before making an investment, prospective investors are strongly advised to consult an investment adviser authorised under the Financial Services and Markets Act 2000, as amended ("FSMA") who specialises in investments of this kind. A prospective investor should consider carefully whether an investment in the Company is suitable in the light of his or her personal circumstances, the financial resources available to him or her and his or her ability to bear any loss which might result from such investment.

IMPORTANT INFORMATION

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

No action has been taken by the Group or the Joint Bookrunners, or any of their respective affiliates, that would, or which is intended to, permit a public offer of the New Ordinary 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 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.

The New Ordinary Shares will not be admitted to trading on any stock exchange, other than the AIM market operated by London Stock Exchange plc.

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.

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, 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 has not been approved by any competent regulatory authority.

Merlin Partners LLP, trading as Oak Securities, is joint bookrunner 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 Oak Securities 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.

Canaccord is nominated adviser and joint bookrunner 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.

Zeus Capital is joint bookrunner 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 Zeus Capital 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  Oak Securities, Canaccord, Zeus Capital  or by any of their respective ‎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.

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 Oak Securities, Canaccord, Zeus Capital or by any of their respective 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.

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