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.
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 OR CONVERTIBLE BONDS 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, 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 ("UK MAR").
20
February 2025
Pantheon Resources
plc
Convertible Bond of US$30.5
million
Pantheon Resources
plc ("Pantheon" or the
"Company"), the AIM-quoted
oil and gas exploration company with 100% working interests in
certain projects located adjacent to transportation and pipeline
infrastructure on the Alaska North Slope, is pleased to announce
that it has agreed to issue between US$30.5 million and US$35
million in aggregate principal amount of senior convertible bonds
due March 2028 (the "Convertible Bonds") to Sun Hung Kai & Co.
Limited and its affiliates, clients and funds managed or advised by
them (the "Convertible
Bond Investor"), as the
lead investor to the Convertible Bonds. The Convertible Bond
Investor is a leading Hong Kong-based financial institution
recognised for its expertise in alternative investments and wealth
management, listed in Hong Kong. Pantheon has agreed to issue, and
the Convertible Bond Investor has agreed to subscribe for, the
Convertible Bonds on or before 24 March 2025.
The Convertible Bonds will have a
coupon of 5.0% per annum payable quarterly in arrears commencing
three months from 24 March 2025 (the "Issue Date"). The initial conversion
price will be US$0.8675 subject to adjustment for splits,
consolidations, and similar corporate actions. The Convertible
Bonds will be repaid on the third anniversary ("Maturity Date") unless previously
converted or redeemed as noted below.
The main purpose of the issuance of
the Convertible Bonds will be (i) to allow the Company to fund the
future repayment(s) of the then outstanding principal of $12.25
million principal remaining on the US$55 million senior unsecured
convertible bonds due 2026 ("Existing Bonds") in cash ; (ii) for
general corporate purposes including additional costs for flow
testing of the Megrez-1 well resulting from additional high
potential zones identified; and (iii) continued marketing activity
for strategic investment into the Company's assets.
Further details of the terms of the
Convertible Bonds are set out below. Notwithstanding that the
definitive documentation has not been finalised, under the
agreement the Company is obliged to issue and the Convertible Bond
Investor is obliged to subscribe for the Convertible Bonds.
The Convertible Bonds will be issued on or before 24 March 2025
with definitive documentation reflecting the terms set out below
(or otherwise being on terms no more onerous on the Convertible
Bond Investor and the Company than the Existing Bonds).
Rationale for the new Convertible Bond
Pantheon has made significant
progress over the last 12 months including the Megrez-1 discovery
on the Company's Ahpun East acreage and the impending commencement
of the flow testing programme over up to seven separate horizons,
continuing progression of the Alaska LNG project (and Phase 1
natural gas pipeline) and now the removal of quarterly share issues
to satisfy the Existing Bond repayments.
Pantheon continues to focus on its
stated goals of advancing both the Ahpun and Kodiak projects
towards FID, and ultimately development of these projects.
Fundamental to this goal is to provide sufficient additional data
to both support, and potentially accelerate these objectives.
Megrez-1 is located on the new Ahpun East Area where the reservoir
section encountered is younger and shallower, with superior
reservoir characteristics than in any of Pantheon's wells to date.
The Company is currently finalizing testing plans and modelling
planned flow rates, recognizing constraints on oil storage and
physical equipment limitations. An update prior to the start of
testing will be provided in the coming fortnight.
Use
of proceeds
The gross minimum proceeds of the
Convertible Bond of US$30.5m, before expenses are expected to be
used as follows:
|
Cash to fund repayment of Existing
Bonds
|
US$12.25m
|
|
Working Capital, Expenses and
G&A
|
US$18.25m
|
David Hobbs Executive Chairman of Pantheon Resources,
said:
"This agreement removes speculation around the issuance of
shares for quarterly interest and amortization of the Existing
Convertible Bond, providing three years during which Pantheon's
ultimate development financing strategy can be implemented. It
provides flexible long-term capital that we can retire after a
year, if the Company continues successful execution of its core
strategy of bringing its discovered resources into production. We
are delighted to begin this relationship with Sun Hung Kai and to
work together to ensure that Pantheon has the liquidity to press
ahead with the work to progress Ahpun Field FID."
Further information:
UK
Corporate and Investor Relations Contact
Pantheon Resources plc
Justin Hondris
+44 20 7484 5361
contact@pantheonresources.com
Nominated Adviser and Broker
Canaccord Genuity Limited
Henry Fitzgerald-O'Connor, James Asensio, Charlie Hammond
+44 20 7523 8000
Public Relations Contact
BlytheRay
Tim Blythe, Megan Ray, Matthew Bowld
+44 20 7138 3204
USA
Investor Relations Contact
MZ Group
Lucas Zimmerman, Ian Scargill
+1 949 259 4987
PTHRF@mzgroup.us
CONVERTIBLE BONDS - SUMMARY
OF PRINCIPAL TERMS
Below is a summary of certain of the key terms of the
Convertible Bonds. This summary does not contain all of the terms
of the Convertible Bonds.
|
Bonds:
|
Convertible 3-year bonds, due [March
2028]; issued at par; subject to English law
Issued in denominations of
US$100,000 per bond
|
|
Initial Amount:
|
US$30.5 million unless increased to
US$35 million by the parties
|
|
Coupon:
|
5.00% per annum, computed on a
30/360 basis, payable quarterly in arrears, commencing three months
after the Issue Date.
|
|
Repayment:
|
Unless earlier converted or repaid,
bullet repayment of the at par on the Maturity Date.
|
|
Conversion Right:
|
Unless previously redeemed or
purchased and cancelled, bonds will be convertible into shares in
the capital of the Issuer ("Shares") at the Conversion Ratio
at the option of the Bondholders at any time from the Issue Date up
to and including the 5th business day prior to the
Maturity Date.
|
|
Conversion Price:
|
US$0.8675, subject to adjustment for
splits, consolidations, and similar corporate actions.
|
|
Conversion Ratio:
|
The principal amount of a bond
divided by the Conversion Price on the date of
conversion.
|
|
Security:
|
Upon the full redemption of the
outstanding principal of the US$55 million senior unsecured
convertible bonds due 2028 first-ranking security over the assets
of the Issuer and its subsidiaries, subject to certain carve outs
including financings to which the majority of bondholders has
consented.
|
|
Negative pledge:
|
Yes
|
|
Transferability:
|
The Bonds may be transferred at any
time and from time to time, in whole or in part, by the
bondholders, subject to applicable restrictions under applicable
laws
|
|
Ratings:
|
None
|
|
Call Right
|
If at any time from the first
anniversary of the Issue Date to 10 business days preceding the
Maturity Date the volume weighted average price for the 10
preceding days exceeds US$1.119, the Issuer may call the bonds for
redemption and all outstanding bonds shall be redeemed at the call
price (being 90% of the US$ equivalent of such volume weighted
average price of the Shares).
The bondholders shall have the right
to preempt the Call Right by exercising their conversion right
during the 5 business days following the date on which notice of
exercise of the Call Right is given.
|
|
Financing Call Right
|
If the majority of bondholders
refuse consent to release security to permit a proposed financing
with net proceeds of no less than US$50,000,000 within [10]
business days after being given notice of the relevant proposed
financing (a "Financing Call Notice"), the Issuer may, on the
15th business day after the Financing Call Notice either
redeem all outstanding bonds for cash at par plus accrued interest
or, if the US$ equivalent of the volume weighted average price of
the Shares (for the 10 trading days prior to the date of the
Financing Call Notice (the "Financing Call VWAP") exceeds the
Conversion Price, redeem all outstanding Bonds for Shares at a
price equal to 90% of the Financing Call VWAP.
The bondholders shall have the right
to preempt the Financing Call Right by exercising their conversion
right during the 15 business days following the Financing Call
Notice.
|
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.
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.
