LONDON, UNITED KINGDOM / ACCESS Newswire / March 25, 2025 / Pantheon Resources plc (AIM:PANR) ("Pantheon" or "the Company"), developing the Kodiak and Ahpun oil fields in close proximity to pipeline and transportation infrastructure on Alaska's North Slope, today announced details of annual awards under the Employee Stock Ownership Plan ("ESOP") and the pricing of the share options under the ESOP to be granted to Max Easley following his appointment as CEO.
Highlights:
A total number of 3,191,177 RSUs awarded amongst all staff (versus a total of 9,278,760 awarded in 2024)
5 million share options awarded to Max Easley with an exercise price of $1.15, a 37% premium to the closing price on 24 March, 2025
Award Background
Under the terms of the ESOP, awards are to be made following publication of financial results unless the Company is in a closed period. As announced in October 2024, this will normally be around the time of the AGM. Ordinarily, Pantheon's Non-Executive Directors ("NEDs") do not participate in the ESOP, however, as part of his retirement arrangements, Jay Cheatham will receive a final grant of RSUs.
RSU Grants
The Company is today issuing in aggregate 3,191,177 RSUs pursuant to the terms of the ESOP. The number of RSUs in this grant has been calculated using a price of $0.8366, being the closing price on 24 March, 2025 and will vest equally in three annual tranches commencing April 2026. An additional 400,000 RSUs were granted to Max Easley under his employment contract, as announced on 20 February 2025, separate from his participation in the 2025 ESOP awards. Details of grants to Persons Discharging Managerial Responsibilities ("PDMRs") are disclosed below.
LTIP
In keeping with the desire for share option grants to be priced at a premium to the market price when awarded, Max Easley's grant of 5,000,000 options (as announced on 20 February 2025) will have a strike price of $1.15 per share. 40% of these options vest in four equal tranches annually beginning on the first anniversary of his employment, the remainder vest upon FID for the Ahpun project being no later than June 30, 2029, subject to having completed two years of employment.
Awards to PDMRs
Today's awards to PDMRs of the Company under the ESOP are:
Grantee
Number of RSUs Awarded
Number of LTIP Options Awarded
LTIP Exercise Price
Max Easley, Chief Executive Officer
728,699
5,000,000
$1.15
Robert Rosenthal, Technical Director
251,007
Nil
N/A
David Hobbs, Executive Chairman
143,432
Nil
N/A
Philip Patman Jr, Chief Financial Officer
215,148
Nil
N/A
Jay Cheatham, Retiring CEO
251,007
Nil
N/A
The PDMR interests following the grants are presented in the table below:
Name
Ordinary Shares owned
Ordinary Shares owned as a % of current issued share capital
RSUs subject to vesting
Total Share Options (vested and unvested)
RSUs and Share Options as a % of Current Issued Share Capital
Avg Ex Price of Share Options
Max Easley, Chief Executive Officer
Nil
0.00%
728,699
5,000,000
0.50%
88p*
Robert Rosenthal, Technical Director
2,096,190
0.18%
1,204,759
7,575,000
0.77%
54p
Philip Patman Jr, Chief Financial Officer
114,184
0.01%
1,031,117
N/A
0.09%
N/A
David Hobbs, Executive Chairman
4,110,992
0.36%
686,471
5,000,000
0.50%
64p
Jay Cheatham, Retiring CEO
4,529,463
0.40%
1,220,825
8,475,000
0.85%
51p
* Calculated as the weighted average price using £1.00 = $1.30 for dollar denominated grants
David Hobbs, Pantheon Executive Chairman, commented: "Pantheon is at a critical stage in its evolution to a development Company, and the ESOP is an important tool in attracting and retaining the very best staff. The incentive program and award framework provide significant incentive alignment for every employee - from the most junior to the CEO - with a significant portion of their overall pay delivered in shares, aligning with the interests of shareholders. As established under the plan rules, awards under the ESOP are to be made following publication of financial results typically around the time of the AGM and whilst the Company remains in an open period. Accordingly, the board is resolving to make the awards now utilising the current open period before the flow testing programme on the Megrez-1 well commences. We expect stimulation of the first test horizon will be complete over the next week and flow testing to begin thereafter."
About Pantheon Resources
Pantheon Resources plc is an AIM listed Oil & Gas company focused on developing its 100% owned Ahpun and Kodiak fields located on State of Alaska land on the North Slope, onshore USA. Independently certified best estimate contingent recoverable resources attributable to these projects currently total c. 1.6 billion barrels of ANS crude and 6.6 Tcf of associated natural gas. The Company owns 100% working interest in c. 259,000 acres.
Pantheon's stated objective is to demonstrate sustainable market recognition of a value of $5-$10/bbl of recoverable resources by end 2028. This is based on bringing the Ahpun field forward to FID and producing into the TAPS main oil line (ANS crude) by the end of 2028. The Gas Sales Precedent Agreement signed with AGDC provides the potential for Pantheon's natural gas to be produced into the proposed 807mile pipeline from the North Slope to Southcentral Alaska during 2029. Once the Company achieves financial self-sufficiency, it will apply the resultant cashflows to support the FID on the Kodiak field planned, subject to regulatory approvals, targeted by the end of 2028 or early 2029.
A major differentiator to other ANS projects is the close proximity to existing roads and pipelines which offers a significant competitive advantage to Pantheon, allowing for shorter development timeframes, materially lower infrastructure costs and the ability to support the development with a significantly lower pre-cashflow funding requirement than is typical in Alaska. Furthermore, the low CO2 content of the associated gas allows export into the planned natural gas pipeline from the North Slope to Southcentral Alaska without significant pre-treatment.
The Company's project portfolio has been endorsed by world renowned experts. Netherland, Sewell & Associates estimate a 2C contingent recoverable resource in the Kodiak project that total 1,208 mmbbl of ANS crude and 5,396 bcf of natural gas. Cawley Gillespie & Associates estimate 2C contingent recoverable resources for Ahpun's western topset horizons at 282 mmbbl of ANS crude and 803 bcf of natural gas. Lee Keeling & Associates estimated possible reserves and 2C contingent recoverable resources totalling 79 mmbbl of ANS crude and 424 bcf natural gas.
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
George Washington ("Max") Easley
2
Reason for the notification
a)
Position/status
Chief Executive 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)
5,000,000 options to acquire shares at an exercise price of $1.TK per share
d)
Aggregated information
- Aggregated volume
- Price
N/A (single transaction)
e)
Date of the transaction
24 March, 2025
f)
Place of the transaction
Outside of a trading venue
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
a. David Hobbs
b. George Washington ("Max") Easley
c. Jay Cheatham
d. Robert Rosenthal
e. Philip Patman, Jr
2
Reason for the notification
a)
Position/status
a. Executive Chairman
b. Chief Executive Officer
c. Retiring CEO
d. Technical Director
e. Chief Financial 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
Restricted Stock Units
b)
Nature of the transaction
ESOP RSU Grant
c)
Price(s) and volumes(s)
a. Restricted Stock Units to acquire 143,432 ordinary fully paid shares for nil consideration.
b. Restricted Stock Units to acquire728,699 (including 400,000 initial grant)ordinary fully paid shares for nil consideration.
c. Restricted Stock Units to acquire 251,007 ordinary fully paid shares for nil consideration.
d. Restricted Stock Units to acquire 251,007 ordinary fully paid shares for nil consideration.
e. Restricted Stock Units to acquire 215,148 ordinary fully paid shares for nil consideration.
d)
Aggregated information
- Aggregated volume
- Price
N/A (single transaction)
e)
Date of the transaction
24 March 2025
f)
Place of the transaction
Outside of a trading venue
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