TIDMPANR
RNS Number : 1860S
Pantheon Resources PLC
07 July 2020
7 July, 2020
Pantheon Resources plc
Issuance of Share Options to Directors and staff
Pantheon Resources plc ("Pantheon" or "the Company"), the
AIM-quoted oil and gas exploration company with 89.2% - 100%
working interests in several projects on the Alaskan North Slope,
and 58% - 100% working interests in projects in Polk & Tyler
Counties, East Texas, announces the grant of share options
(the"Grant") under the updated Pantheon Resources plc 2009
Discretionary Share Option Plan ("Scheme").
The Board has been advised by the expert remuneration
consultants at Deloitte LLP who have provided guidance on the
structuring of the Scheme with the objective of providing an
appropriate performance based incentive for all participants, and
which also aligns with the Company's strategy to create material
value for its stakeholders through its oil exploration, appraisal
and development activities. The updated Share Option Plan covers
all staff and is comprised of two components; a grant of premium
priced share options (today) as detailed in this announcement,
together with provision for future annual grants based upon
performance where the timing, amounts and vestings conditions of
any such future grants would depend upon the circumstances
prevailing at that time. Under the terms of the Scheme, total share
options are limited to a maximum 15 per cent. of the Company's
issued share capital in any 10 year rolling period. All options are
subject to defined malus and clawback provisions. The Grant
represents the first issuance of share options to staff since
2014.
Today's award of share options will have an exercise price of
GBP0.27, representing a premium of 93% to the closing share price
of GBP0.14 yesterday. 50% of the share options granted today will
vest 90 days from today's date, and the remaining 50% will vest
upon the spudding of the next well on the Company's Alaskan
acreage.
The Grant to all Executive Directors, certain consultants and
employees of the Company have been made under the Share Option
Scheme or pursuant to option agreements.
Details of the awards to Directors and PDMRs are presented in
the following table:
Director Number of options Exercise Price Options as a per
granted(2) per Share cent of issued
option Share Capital following
the Placing(1)
John Cheatham 1,500,000 27 pence 0.25%
------------------ --------------- -------------------------
Robert Rosenthal 1,500,000 27 pence 0.25%
------------------ --------------- -------------------------
Justin Hondris 1,500,000 27 pence 0.25%
------------------ --------------- -------------------------
1. Issued share capital includes all voting shares and 102.4m non-voting shares.
2. Terms: GBP0.27 exercise price, 10 year life and vest in 2
equal tranches; 50% subject to a time based condition (90 days from
grant) and 50% subject to a performance milestone (spudding of the
next well in Alaska).
The table below discloses all share options attributable to the
Directors and PDMR's following the granting of these share
options:
Director Number of share Number of pre-existing Options as a per
options granted share options, cent of issued
today issued in 2014 Share Capital following
(GBP0.30 exercise the Placing(1)
price, Sept
2024 expiry)(2)
Phillip Gobe - - -
----------------- ----------------------- -------------------------
John Cheatham 1,500,000 4,385,000 0.97%
----------------- ----------------------- -------------------------
Robert Rosenthal 1,500,000 - 0.25%
----------------- ----------------------- -------------------------
Justin Hondris 1,500,000 3,865,000 0.89%
----------------- ----------------------- -------------------------
Jeremy Brest - - -
----------------- ----------------------- -------------------------
1. Issued share capital includes all voting shares and 102.4m non-voting shares
2. Share options issued in 2014
The transaction notifications for each PDMR can be found at the
bottom of this RNS. This notice is given in fulfilment of the
obligation under Article 19 of the Market Abuse Regulation.
Related Party Transaction
The Share Option Scheme, and the award to the Executive
Directors is a Related Party transaction pursuant to the AIM Rules
for Companies. Accordingly the non-executive Directors, who are
independent, consider, having consulted with the Company's
Nominated Adviser, that the terms of the Share Option Scheme and
the award to the Executive Directors is fair and reasonable in so
far as shareholders are concerned.
Phillip Gobe , Chairman stated:
"I am pleased to implement our long-awaited staff share option
scheme which includes each and every one of our 16 employees and
consultants. I am very proud of our team's fantastic achievements
over the past 18 months and it was of great importance to me that
we established this scheme to allow them to benefit from future
success.
"Astute shareholders will note the 27p exercise price is a huge
premium to the current share price, meaning that shareholders will
enjoy a c.90% share price uplift before these share options have
any value to our staff at all. The pricing is a clear motivator for
significant future achievement. Additionally, half of the share
options will only vest upon the spudding of the next Alaskan well,
aligning the interests of all staff with those of shareholders, and
providing motivation and urgency to achieve drilling as soon as
possible. We believe our acreage has tremendous potential for value
creation and our share option scheme allows staff to benefit from
this, but crucially, only after shareholders."
Further information:
Pantheon Resources plc +44 20 7484 5361
Jay Cheatham, CEO
Justin Hondris, Director, Finance and Corporate
Development
Arden Partners plc (Nominated Adviser and
broker) +44 20 7614 5900
Paul Shackleton / Daniel Gee-Summons (Corporate
Finance)
Simon Johnson (Equity Sales)
Blytheweigh +44 20 7138 3204
Tim Blythe, Megan Ray
Notes to Editors
Pantheon Resources plc is an AIM listed Oil & Gas
exploration and production company with assets in East Texas and on
the North Slope of Alaska, onshore USA. The Group's stated
objective is to create material value for its stakeholders through
oil exploration, appraisal and development activities in high
impact, highly prospective conventional assets, in the USA; a
highly established region for energy production with
infrastructure, skilled personnel and low sovereign risk. All
operations are onshore USA, with drilling costs materially below
that of offshore wells.
On the North Slope of Alaska, Pantheon holds working interests
of 89.2% - 100% in projects covering c.180,000 gross acres, covered
by c.1,000 square miles of proprietary 3D seismic. In January 2020
the Company received an Independent Expert Report certifying a
Contingent Resource of 76.5MMBO (million barrels of oil)
recoverable on its Greater Alkaid project. In March 2020 Pantheon
estimated that the shallowest of the 3 horizons at its Talitha
project was estimated to contain 1.8 billion barrels of oil in
place and a P50 Technically Recoverable Resource of 483 MMBO. In
East Texas, Pantheon has working interests in several conventional
prospects in Tyler & Polk Counties, in an area of abundant
regional infrastructure.
For further information on Pantheon Resources plc, see the
website at: www.pantheonresources.com. The information contained
within this RNS is considered to be inside information prior to its
release. Neither the contents of the Company's website nor the
contents of any website accessible from hyperlinks on the Company's
website (or any other website) is incorporated into, or forms part
of, this announcement.
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name (1) John (Jay) Cheatham
(2) Robert Rosenthal
(3) Justin Hondris
2 Reason for the notification
a) Position/status (1) CEO
(2) Technical Director
(3) Finance Director
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 2 13800SWHY5DNQS64J23
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 Option over Ordinary Shares of GBP0.01
instrument, type of instrument
Identification code
b) Nature of the transaction Option over Ordinary Shares
c) Price(s) and volume(s) (1) 1,500,000 options to acquire ordinary shares at an exercise price of
GBP0.27 per share
(2) 1,500,000 options to acquire ordinary shares at an exercise price of
GBP0.27 per share
(3) 1,500,000 options to acquire ordinary shares at an exercise price of
GBP0.27 per share
d) Aggregated information N/A
* Aggregated volume
* Price
e) Date of the transaction 7 July, 2020
f) Place of the transaction Outside a trading venue
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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