PANTHEON RESOURCES PLC

Remuneration Information • Jul 24, 2025

National Storage Mechanism | Additional information

RNS Number : 4881S

Pantheon Resources PLC

24 July 2025

 

24 July 2025

Pantheon Resources plc

Grant of Awards, Vesting of RSUs and New Blocklisting Application

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, announces, further to its announcement on 9 June 2025, details of the awards issued to Tralisa Maraj and Erich Krumanocker. The Company also notes the vesting of the first tranche of RSU's granted pursuant to Pantheon's Employee Stock Ownership Plan ("ESOP"), as announced 23 October 2024.

Grant of Awards

Further to the announcement of 9 June 2025, the Company announces that it has granted at total of 2,500,000 options to certain senior employees pursuant to the ESOP. This number includes the previously announced grants of 750,000 options each to PDMRs Tralisa Maraj and Erich Krumanocker, with various time-based and operational vesting criteria, as outlined below.

-     Time Based Options: 250,000 options each subject to continued employment, vesting 25% annually commencing July 2025 and having an exercise price of $0.40.

-     Performance Based Options: 500,000 options each will vest subject to continued employment for a period of 2 years from the date of grant, as well as the following performance targets:

o  Tralisa's Performance Based Options: (i) 50% are subject to achieving FID for the Ahpun Project by 31 December 2028; and (ii) 50% are subject to securing a listing on a senior U.S. exchange by 31 July 2026

o  Erich's Performance Based Options: (i) are subject to Achieving FID for the Ahpun Project by 31 December 2028; and (ii) cannot vest until a minimum 2 years has passed from date of grant

o  In both cases the board reserves the right to extend these deadlines by up to 6 months in the case of FID or 12 months in the case of a U.S. listing.

As also announced on 9 June 2025, Tralisa and Erich have each been awarded 375,000 RSUs pursuant to the terms of the ESOP. The number of RSUs in this grant has been calculated using a price of $0.219 and will vest equally in three annual tranches commencing April 2026, to align with all other RSUs.

Vesting of RSUs

The Company announces that, further to the announcement of 23 October 2024, a total of 2,817,090 RSUs have vested pursuant to the ESOP. This amount represents the after-tax delivery of shares resulting from the vesting of the RSUs.

Once the New Blocklisting has been admitted (as outlined below), the vested RSUs will be issued and allotted accordingly and, as such, the resultant PDMR shareholdings will be as shown in the table below.

PDMR	Current Shareholding	RSUs Vested*	New Shareholding	New shareholding as a % of ISC
David Hobbs	4,110,992	127,342	4,238,334	0.34%
John Cheatham	4,624,025	244,555	4,868,580	0.39%

*Vested RSUs are net of a small cash component issued to offset certain tax liabilities

New Blocklisting Application

An application has been made to the London Stock Exchange for a block listing of securities in respect of 12,132,899 Ordinary Shares of £0.01 each (the "New Ordinary Shares") to be admitted to trading on AIM (the "New Blocklisting"). It is expected that admission will become effective on or around 25 July 2025. This amount includes the vesting of the 2,817,090 RSUs detailed above.

The New Ordinary Shares will be issued as necessary, in order to satisfy the issue of shares pursuant to the future exercise of previously granted LTIP options and the vesting of previously granted RSU's (and possible RSU grants to future hires) under the ESOP. When issued, the New Ordinary Shares will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares of £0.01 each in the capital of the Company ("Ordinary Shares"). The Company will provide bi-annual updates in respect of the New Blocklisting, in line with its obligations under AIM Rule 29.

The Company notes that the New Blocklisting will run in tandem to the Company's existing blocklisting, which will remain in place to satisfy the exercise of options under the Pantheon Resources Plc 2009 Discretionary Share Option Plan.

Following the allotment of the 2,817,090 new shares, Pantheon will have 1,239,166,443 Ordinary Shares in issue. All of the Ordinary Shares have equal voting rights and none of the Ordinary Shares are held in treasury. The total number of voting rights in Pantheon as at the date of this announcement is therefore 1,239,166,443.  This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the  FCA's  Disclosure Guidance and Transparency Rules.

Further information:

Pantheon Resources plc	+44 20 7484 5361
David Hobbs, Chairman Max Easley, CEO Justin Hondris, SVP, Investor Relations
Canaccord Genuity Limited (Nominated Adviser, and Joint Broker)
Henry Fitzgerald-O'Connor James Asensio Charlie Hammond	+44 20 7523 8000
BlytheRay (Corporate Communications)	+44 20 7138 3204
Tim Blythe Megan Ray Matthew Bowld

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

Lucas Zimmerman

Ian Scargill

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

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	1.    Tralisa Maraj 2.    Erich Krumanocker
2	Reason for the notification
a)	Position/status	1.    Chief Financial Officer 2.    Chief Development Officer
b)	Initial notification/Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Pantheon Resources plc
b)	LEI	213800SWHY5DNQS64J23
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Options over ordinary shares ISIN: GB00B125SX82
b)	Nature of the transaction	Grant of Options over Ordinary Shares
c)	Price(s) and volumes(s)	1.    750,000 options to acquire Ordinary Shares at an exercise price of $0.40 per Ordinary share 2.    750,000 options to acquire Ordinary Shares at an exercise price of $0.40 per Ordinary share
d)	Aggregated information -      Aggregated volume -      Price	N/A (single transaction)
e)	Date of the transaction	10 July  2025
f)	Place of the transaction	Outside of a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	1.    Tralisa Maraj 2.    Erich Krumanocker
2	Reason for the notification
a)	Position/status	1.    Chief Financial Officer 2.    Chief Development Officer
b)	Initial notification/Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Pantheon Resources plc
b)	LEI	213800SWHY5DNQS64J23
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Options over ordinary shares ISIN: GB00B125SX82
b)	Nature of the transaction	2024 ESOP RSU grant
c)	Price(s) and volumes(s)	1.    Restricted Stock Units to acquire 375,000 Ordinary Shares for nil consideration.   2.    Restricted Stock Units to acquire 375,000 Ordinary Shares for nil consideration.
d)	Aggregated information -      Aggregated volume -      Price	N/A (single transaction)
e)	Date of the transaction	10 July  2025
f)	Place of the transaction	Outside of a trading venue

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