Pantheon Ventures Ltd.: Acquisition of Bethlehem Iron Ore Corporation, Adjacent Properties and Brokered Financing

Pantheon Ventures Ltd. (TSX VENTURE:PVX) ("Pantheon" or the "Company") is very
pleased to announce that it has entered into a share exchange agreement with the
shareholders of Bethlehem Iron Ore Corporation, a Nevada corporation having a
significant land position within the historic Gentry hematite iron district
approximately 80 miles northeast of Phoenix, Arizona. In addition the Company
has concurrently entered into option agreement to secure contiguous parcels of
land to the east and west of Bethlehem's project from two unrelated property
owners. "Pantheon has successfully consolidated this significant block of
property comprising 350 patented mining claims into a singular iron project
within a historic iron region known as the Gentry hematite iron district",
stated Mitch Adam, Chairman of Pantheon. 


The Company also announces that it has entered into an exclusive engagement
letter with Jordan Capital Markets Inc. ("Jordan") to raise on a best efforts
basis up to $1,400,000 through the sale of units of the Company at a price of
$0.20 per unit ("Unit"). Each Unit will be comprised of a common share and one
half of one share purchase warrant exercisable for a period of 18 months from
closing at a price of $0.35 per share. Jordan will have an over-allotment option
to increase the size of the offering by up to 15% at their discretion.


The Gentry Area

The Gentry area is accessible via Highway 260, followed by 12 miles of gravel
road. The Gentry area is well served by infrastructure with power available 11
miles east at Forrest Lakes. Furthermore, a wide range of commercial services
are available from the town of Payson, with a population of 15,000, located
approximately 35 miles west of the Gentry area. 


The nearest rail service is approximately 40 miles away, and this railway
connects to the BNSF rail line which links to Long Beach shipping port (Los
Angeles), which has a ship loader facility suitable for iron ore. Located on the
west coast, the Port of Long Beach is one of the world's busiest seaports, and
it is a leading gateway for trade between the United States and Asia.


Transaction Details

The details of each of these agreements are as follows:

Bethlehem

The Company has entered into a share exchange agreement (the "Bethlehem
Agreement") with Bethlehem Iron Ore Corp. ("Bethlehem"). Under the terms of the
Bethlehem Agreement, Pantheon must issue 1,800,000 common shares, subject to
certain escrow provisions, to the existing Bethlehem shareholders to acquire all
of the issued and outstanding common shares of Bethlehem. The Company will also
grant a $1 per tonne direct shipping ore royalty and a 2% NSR on all other
minerals in connection with the closing of the transaction. 


Furthermore, the Company may issue up to 5,000,000 bonus shares to a shareholder
of Bethlehem based on certain grade, tonnage and resource classification
milestones being achieved. Specifically, upon completion of an initial and any
subsequent National Instrument 43-101 ("NI 43-101") compliant resource estimate
issued before the Bethlehem property goes into production indicating the
presence and amount of direct shipping ore having an iron content of not less
than 50%, Pantheon will issue 100,000 common shares for every 100,000 tonnes of
inferred resources (as defined by the Canadian Institute of Mines Minerals and
Petroleum) to an aggregate maximum of 2,500,000 common shares. In the event that
the NI 43-101 report indicates the presence of a Measured and Indicated resource
of up to 2,500,000 tonnes, then Pantheon will issue 100,000 Shares for every
100,000 Measured and Indicated tonnes indicated by the NI 43-101 resource
estimate to a maximum of 2,500,000 common shares. Consequently, the maximum
number of bonus shares that can be issued to this shareholder is 5,000,000.


As per the NI 43-101 technical report to be filed on Sedar in relation to this
property, the Company will be following the proposed recommended work program
totaling $365,000.


Quartet

The Company has entered into an option agreement ("Quartet Agreement") with
Quartet Exploration Inc. ("Quartet") wherein it can earn up to a 91% ownership
interest in certain mining claims through a combination of property expenditures
and the issuance of Pantheon common shares.




a.  By issuing 1,800,000 common shares of Pantheon on receipt of all
    required approvals, the Company will have earned a 51% interest in the
    Quartet claims.

b.  By incurring US$200,000, of which US$150,000 must be incurred prior to
    the 12 month anniversary of the closing, in property expenditures within
    5 years of closing, the Company will have earned an additional 20%
    interest (for an aggregate total of 71%) in the Quartet claims.

c.  By incurring an additional US$200,000 in property expenditures within 5
    years of closing, the Company will have earned an additional 20%
    interest (for an aggregate total of 91%) in the Quartet claims.

d.  Upon completion of an initial and any subsequent NI 43-101 compliant
    resource estimate issued before the Quartet property goes into
    production indicating the presence and amount of direct shipping ore
    having an iron content of not less than 50%, Pantheon will issue to
    Quartet 100,000 common shares for every 100,000 tonnes of inferred
    resources (as defined by the Canadian Institute of Mines Minerals and
    Petroleum) to an aggregate maximum of 2,500,000 common shares. In the
    event that the NI 43-101 report indicates the presence of a Measured and
    Indicated resource of up to 2,500,000 tonnes, then Pantheon will issue
    to Quartet 100,000 Shares for every 100,000 Measured and Indicated
    tonnes indicated by the NI 43-101 resource estimate to a maximum of
    2,500,000 common shares. Consequently, the maximum number of bonus
    shares that can be issued to Quartet is 5,000,000.



Great Western Iron Ore

The Company has entered into an option agreement ("GWIO Agreement") with Great
Western Iron Ore Properties Inc. ("GWIO") wherein it can earn up to a 91%
ownership interest in certain mining claims through a combination of property
expenditures and the payment of cash.




a.  By paying US$65,000 on closing of the transaction and by incurring
    US$200,000, of which US$150,000 must be incurred prior to the 12 month
    anniversary of the closing of the transaction, in property expenditures
    within 3 years of closing of the transaction, the Company will have
    earned a 51% interest in the GWIO claims.

b.  By incurring an additional US$150,000 in property expenditures within 3
    years of closing of the transaction, the Company will have earned an
    additional 20% interest (for an aggregate total of 71%) in the GWIO
    claims.

c.  By incurring an additional US$150,000 in property expenditures within 3
    years of closing of the transaction, the Company will have earned an
    additional 20% interest (for an aggregate total of 91%) in the GWIO
    claims.

d.  Upon completion of an initial and any subsequent NI 43-101 compliant
    resource estimate issued before the Property goes into production
    indicating the presence and amount of direct shipping ore having an iron
    content of not less than 50% Pantheon will issue to GWIO 100,000 common
    shares for every 100,000 tonnes of inferred resources (as defined by the
    Canadian Institute of Mines Minerals and Petroleum) to an aggregate
    maximum of 2,500,000 common shares. In the event that the NI 43-101
    shows the presence of a Measured and Indicated resource of up to
    2,500,000 tonnes, then Pantheon will issue to GWIO 100,000 Shares for
    every 100,000 DSO-Measured and Indicated tonnes indicated by the NI 43-
    101 report to a maximum of 2,500,000 common shares. Consequently, the
    maximum number of bonus shares that can be issued to GWIO is 5,000,000.



Finders' fees will be payable in cash in connection with the Bethlehem Agreement
and in connection with the Quartet and GWIO option agreements, subject to TSX
Venture Exchange ("TSXV") policy guidelines. The completion of the Bethlehem
Agreement and the Quartet and GWIO options are all subject to the approval of
the TSXV.


Pantheon will file its initial NI 43-101 compliant technical report on the
Bethlehem claims following receipt of TSXV approval being received. Furthermore,
Pantheon has engaged a qualified person as defined under NI 43-101, to complete
a technical report which will encompass the Quartet and GWIO claims.


About the Company

The Company is engaged in the business of iron ore exploration. Its primary
objective is to locate and develop economic properties of merit. The Company is
currently focused on its exploration program on the Kokoko Property which is
comprised of 14 mineral claims located in the Sudbury Mining Division, Ontario.


ON BEHALF OF THE BOARD

PANTHEON VENTURES LTD.

Mitchell Adam, President, Director
Pantheon Ventures Ltd. (TSXV:PVX)
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