Company Number 05385506
Incorporated in England & Wales
PANTHEON RESOURCES PLC
INTERIM REPORT (UNAUDITED)
FOR THE SIX MONTHS ENDED 31 DECEMBER 2024
PANTHEON RESOURCES PLC
COMPANY STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2024
___________________________________________________________________________________
Company Statement
Pantheon's strategic goal remains to achieve sustainable market recognition of $5 or more per barrel of proved resource by late calendar year ("CY") 2028. The Company aims to achieve this by progressing its Ahpun and Kodiak developments with the Final Investment Decision ("FID") for the Ahpun project targeted to occur near the end of CY 2027 and first production beginning the following year. Flow testing of the Megrez-1 well, taking place over the next few months, will inform future development planning for the Ahpun area, and may lead to further appraisal of the shallower, potentially higher quality reservoir zones. The significant progress made during the first half of fiscal year ("FY") 2025 has reinforced our confidence that these goals are achievable, and we will endeavour to do so in the manner least dilutive to shareholders.
Highlights
During the first six months of FY 2025 and the subsequent period to date, Pantheon achieved the following goals:
- Appointed accomplished energy executive Max Easley as Chief Executive Officer, succeeding Jay Cheatham
- Agreed a $35.0 million convertible bond issuance, led by Sun Hung Kai & Co. Ltd., expected to close by the end of March 2025
- Drilled the Megrez-1test well as an appraisal of the Ahpun East project area - Megrez-1 exceeded pre-drillexpectations with total of 1,340 ft of interpreted net pay
- Continued progress on development planning to support the goal of Ahpun FID towards the end of CY 2027
- Saw materially increasing support from federal and state governments on Phase 1 of the Alaska LNG project (the gas pipeline component) that is anticipated to be supplied under terms of the Gas Sales Precedent Agreement between the Company and pipeline proponents
- Continued preparations towards a U.S. listing aimed at leveraging the results of the Megrez-1 well, to support the goal to maximise shareholder value while minimising potential dilution
Progress Overview in First Half FY 2025 and Subsequent Period
In February 2025, accomplished energy executive Max Easley succeeded Jay Cheatham as Chief Executive Officer (CEO) and joined the board of the Company. Max's 30 years in the oil and gas industry, including his extensive experience on Alaska's North Slope and leadership experience with BP, Apache Corporation and PETRONAS Canada, equips Pantheon with a highly experienced strategic and operating capability as it shifts from exploration and appraisal to development and production.
In August 2024, Pantheon raised $29 million in gross proceeds through an equity issuance at 17 pence per ordinary share. In the past three quarters, the Company issued equity to reduce the balance on the unsecured convertible bonds issued in December 2021 and amortising through to June 2026 ("Existing Convertible Bonds"); at the time of publication of this report, the balance owed had been reduced to $12.25 million. In February 2025, Pantheon entered into binding agreements with Hong Kong group Sun Hung Kai & Co. Limited for a gross total of $35 million in senior convertible bonds due March 2028 ("New Convertible Bonds"). Per the terms of the agreement, the funding will close by the end of March 2025. The New Convertible Bonds provide an investor conversion price of $0.8675 and an issuer conversion right after 12 months if the Company's share price exceeds $1.119. Coupled with cash on hand, this capital will allow Pantheon the flexibility to execute upon its planned operational goals for at least the next 12 months.
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PANTHEON RESOURCES PLC
COMPANY STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2024
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In November 2024, Pantheon spudded the Megrez-1 well, using the Nabors 105AC rig located on a gravel well pad adjacent to the Dalton Highway. The initial targets were three separate zones estimated by Management to contain an aggregate 2U Prospective Resource of 609 million barrels of ANS Crude (oil, condensate & NGLs) and 3.3 trillion cubic feet ("Tcf") of natural gas. In the Company's news release dated 22 January 2025, Pantheon confirmed that it had encountered seven horizons together comprising a column of 1,340 vertical feet of net oil pay, exceeding pre-drill estimates; the deepest of these horizons begin at Topset 3 in the Upper Schrader Bluff and continues up to the shallowest in the Lower Sagavanirktok 3.
Following extensive analysis of information gathered during drilling of the well, Pantheon estimates a potential 15% - 50% increase in resource estimates vs. the pre-drill estimate of 609 million barrels across the deepest horizons. Estimates of recoverable resources in the Lower Sagavanirktok horizons would be subject to information gathered during flow testing, if successful. Having cut whole core across the deepest topset (the Upper Schrader Bluff TS 3), the added value of testing this zone was considered low and so completion and flow test activities in the six shallowest zones are commencing. Successful flow tests will reinforce the case for early development of Ahpun to achieve financial self-sufficiency but may also support a truly conventional development in the shallowest horizons, analogous to the Pikka and Willow fields already under development on the North Slope of Alaska. Pantheon's advantaged location, adjacent to the Trans-Alaska Pipeline System (TAPS) and bordering the Dalton Highway and the proposed route of the Alaska LNG gas pipeline, gives the Company a material advantage over the more remote locations of the aforementioned fields, with shorter timelines to first production and up-front capital expenditure requirements being much lower than that of other fields.
The Company has progressed facilities design and regulatory approvals activities towards allowing development of the Ahpun and Kodiak fields. As a result of this work, the FID on the Ahpun project is expected towards the end of CY 2027, with the FID on the Kodiak project forecasted by CY 2029. Consistent with these targeted dates, the first Ahpun production is planned during CY 2028.
Financing Overview and Uplisting to a Senior U.S. Exchange
A U.S. senior exchange listing remains a top management priority, with Pantheon making continued progress towards a Q4 CY 2025 or Q1 CY 2026 completion. The progress includes translating prior period IFRS financial statements into U.S. GAAP and the subsequent auditing thereof, and the implementation of more robust internal controls and systems to comply with the U.S. Sarbanes-Oxley Act. In addition, the Company has continued to consolidate its management team at the Company's U.S. offices in Houston, Texas.
The New Convertible Bonds satisfy the goal of sourcing funds during the first quarter of CY 2025 meaning that the Company will be fully funded for its committed activities during the next 12 month period. Owning a 100% working interest in all its leases provides flexibility for potential future funding through asset level transactions, and the Company is working with its U.S. investment banking advisors to explore these opportunities alongside other potential alternatives.
Pantheon fully recognises that securing the financing necessary to develop a globally significant resource base is seen as a key hurdle, and the Company is working diligently to demonstrate the least dilutive path possible to financial self-sufficiency. Pantheon further recognises that success will cause the prospect of commercial development to become more apparent to the capital markets community. Ultimately, this strategy has the potential to drive sustainable long-term value creation for our shareholders - the overarching goal of the Pantheon Board of Directors and Management.
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PANTHEON RESOURCES PLC
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED 31 DECEMBER 2024
___________________________________________________________________________________
Notes | 6 months | 6 months | Year ended | |
ended 31 | ended 31 | 30 June | ||
December | December | 2024 | ||
3 | 2024 | 2023 | (audited and | |
(unaudited) | (restated) | restated) | ||
$ | $ | $ | ||
Continuing operations | ||||
Revenue | - | 13,393 | 13,393 | |
Cost of sales | - | (7,152) | (7,153) | |
Gross profit | - | 6,241 | 6,240 | |
Administration expenses | (4,586,628) | (4,035,323) | (8,773,748) | |
Share Based payment expense | (25,935) | - | - | |
Operating loss | (4,612,563) | (4,029,082) | (8,767,508) | |
Interest expense - Convertible Bond and ROU | 6 | (1,635,221) | (2,589,141) | (4,893,640) |
Convertible Bond - Impact of partial early | ||||
repayment | 6 | (1,392,606) | - | - |
Convertible Bond - Revaluation of derivative | ||||
liability | 6 | 162,837 | (1,206,610) | (337,055) |
Interest income | 581,344 | 414,446 | 630,371 | |
Loss before taxation | (6,896,209) | (7,410,387) | (13,367,832) | |
Taxation | - | - | - | |
Loss for the period | (6,896,209) | (7,410,387) | (13,367,832) | |
Other comprehensive income for the period | ||||
Exchange differences from translating foreign | ||||
operations | (370,617) | (219,659) | (52,924) | |
Total comprehensive loss for the period | (7,266,826) | (7,630,046) | (13,420,756) | |
Loss per share from continuing operations: | ||||
Basic and diluted Loss per share | 2 | (0.62)¢ | (0.86)¢ | (1.44)¢ |
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PANTHEON RESOURCES PLC
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 DECEMBER 2024
___________________________________________________________________________________
Share | Share | Retained | Currency | Share | Total | ||
capital | premium | losses | reserve | based | equity | ||
payment | |||||||
reserve | |||||||
$ | $ | $ | $ | $ | $ | ||
Group | |||||||
At 1 July 2024 | 13,139,392 | 334,499,828 | (82,758,128) | (2,745,784) | 14,767,916 | 276,903,224 | |
Loss for the period | - | - | (6,896,209) | - | - | (6,896,209) | |
Other comprehensive loss: | |||||||
Foreign currency translation | - | - | - | (370,617) | - | (370,617) | |
Total comprehensive loss for the | |||||||
period | - | - | (6,896,209) | (370,617) | - | (7,266,826) | |
Transactions with owners | |||||||
Capital Raising | |||||||
Issue of shares | 1,824,928 | 29,867,732 | - | - | - | 31,692,660 | |
Cost of share issue | - | (1,542,816) | - | - | - | (1,542,816) | |
Convertible Bond | |||||||
Issue of shares - Amortisation | 184,777 | 2,461,223 | - | - | - | 2,646,000 | |
Issue of shares - Partial repayment | 288,235 | 4,611,765 | - | - | - | 4,900,000 | |
Total transactions with owners | 2,297,940 | 35,397,904 | - | - | - | 37,695,844 | |
Options and Warrants | |||||||
Expired Options and Warrants | - | - | 873,603 | - | (873,603) | - | |
Options Issued | - | - | - | - | 25,175 | 25,175 | |
Total Options and Warrants | - | - | 873,603 | - | (848,428) | 25,175 | |
Balance at 31 December 2024 | 15,437,332 | 369,897,732 | (88,780,734) | (3,116,401) | 13,919,488 | 307,357,417 |
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PANTHEON RESOURCES PLC
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 DECEMBER 2024
___________________________________________________________________________________
Share | Share | Retained | Currency | Share | Total | |
Capital | premium | losses | reserve | based | equity | |
payment | ||||||
reserve | ||||||
$ | $ | $ | $ | $ | $ | |
Group | ||||||
Balance at 1 July 2023 | 12,464,677 | 297,830,078 | (49,444,331) | (2,692,860) | 14,271,042 | 272,428,606 |
Prior period adjustment (net of tax) * | - | 21,271,338 | (19,945,965) | - | 496,874 | 1,822,247 |
Restated total equity at the | ||||||
beginning of the financial year | 12,464,677 | 319,101,416 | (69,390,296) | (2,692,860) | 14,767,916 | 274,250,853 |
Loss for the period * | - | - | (7,410,387) | - | - | (7,410,387) |
Total comprehensive loss for the | ||||||
period * | - | - | (7,410,387) | - | - | (7,410,387) |
Other comprehensive income: | ||||||
Foreign currency translation | - | - | - | (219,659) | - | (219,659) |
Total comprehensive income for the | ||||||
year | - | - | (7,410,387) | (219,659) | - | (7,630,046) |
Transactions with owners | ||||||
Capital raising | ||||||
Issue of shares | 148,722 | 2,644,275 | - | - | - | 2,792,997 |
Total transactions with owners | 148,722 | 2,644,275 | - | - | - | 2,792,997 |
Balance at 31 December 2023 * | 12,613,399 | 321,745,691 | (76,800,682) | (2,912,519) | 14,767,916 | 269,413,805 |
*See note 3 for details | ||||||
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PANTHEON RESOURCES PLC
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 DECEMBER 2024
___________________________________________________________________________________
Share | Share | Retained | Currency | Share | Total | |
Capital | premium | losses | reserve | based | equity | |
payment | ||||||
reserve | ||||||
$ | $ | $ | $ | $ | $ | |
Group | ||||||
Balance at 1 July 2023 | 12,464,677 | 297,830,078 | (49,444,331) | (2,692,860) | 14,271,042 | 272,428,606 |
Prior period adjustment (net of tax) * | - | 21,271,338 | (19,945,965) | - | 496,874 | 1,822,247 |
Restated total equity at the | ||||||
beginning of the financial year | 12,464,677 | 319,101,416 | (69,390,296) | (2,692,860) | 14,767,916 | 274,250,853 |
Loss for the period * | - | - | (13,367,832) | - | - | (13,367,832) |
Total comprehensive loss for the | ||||||
period * | - | - | (13,367,832) | - | - | (13,367,832) |
Other comprehensive income: | ||||||
Foreign currency translation | - | - | - | (52,924) | - | (52,924) |
Total comprehensive income for the | ||||||
year | - | - | (13,367,832) | (52,924) | - | (13,420,756) |
Transactions with owners | ||||||
Capital raising | ||||||
Issue of shares | 466,487 | 9,837,080 | - | - | - | 10,303,567 |
Convertible Bond - amortisation | ||||||
Issue of shares | 208,228 | 5,561,332 | - | - | - | 5,769,560 |
Total transactions with owners | 674,715 | 15,398,412 | - | - | - | 16,073,127 |
Balance at 30 June 2024 * | 13,139,392 | 334,499,828 | (82,758,128) | (2,745,784) | 14,767,916 | 276,903,224 |
*See note 3 for details |
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PANTHEON RESOURCES PLC
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024
___________________________________________________________________________________
Notes | |
3 | |
ASSETS | |
Non-Current Assets | |
Exploration and evaluation assets | 4 |
Property, plant & equipment | |
Current Assets | |
Trade and other receivables & deposits | |
Cash and cash equivalents | |
Fixed term cash deposit | |
Total assets | |
LIABILITIES | |
Current liabilities | |
Convertible Bond - Debt | 6 |
Trade and other payables | |
Provisions | |
Lease Liabilities | |
Non-current liabilities | |
Lease Liabilities | |
Convertible Bond - Debt | 6 |
Convertible Bond - Derivative | 6 |
Total liabilities
Net assets
EQUITY
Capital and reserves
Share capital
Share premium
Retained losses
Currency reserve
Share based payment reserve
Shareholders' equity
31 December | 31 December | 30 June |
2024 | 2023 | 2024 |
(unaudited) | (restated) | (audited and |
restated) | ||
$ | $ | $ |
312,671,263 | 292,192,198 | 293,635,128 |
87,104 | 8,219 | 129,200 |
312,758,367 | 292,200,417 | 293,764,328 |
3,005,769 | 2,802,902 | 2,944,543 |
19,317,942 | 207,124 | 7,913,862 |
- | 7,000,000 | - |
22,323,711 | 10,010,026 | 10,858,405 |
335,082,078 | 302,210,443 | 304,622,733 |
9,153,776 | 9,582,349 | 7,090,177 |
6,881,951 | 1,757,257 | 703,496 |
7,191,400 | 6,018,291 | 5,921,030 |
43,317 | 5,341 | 63,395 |
23,270,444 | 17,363,238 | 13,778,098 |
48,790 | - | 69,028 |
3,823,413 | 13,819,208 | 13,127,532 |
582,014 | 1,614,192 | 744,851 |
4,454,217 | 15,433,400 | 13,941,411 |
27,724,661 | 32,796,638 | 27,719,509 |
307,357,417 | 269,413,805 | 276,903,224 |
15,437,332 12,613,399 13,139,392
369,897,732 321,745,691 334,499,828
(88,780,734) (76,800,682) (82,758,128)
(3,116,401) (2,912,519) (2,745,784)
13,919,488 14,767,916 14,767,916
307,357,417 269,413,805 276,903,224
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PANTHEON RESOURCES PLC
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 31 DECEMBER 2024
___________________________________________________________________________________
Net inflow (outflow) from operating activities | |
Cash flows from investing activities | |
Interest received | |
Interest paid | |
Financial Investments - Fixed term cash deposit & | |
Certificate of deposit(s) | |
Funds used for drilling, exploration and leases | |
Net cash outflow from investing activities | |
Cash flows from financing activities | |
Proceeds from share issues | 7 |
Issue costs paid in cash | 7 |
Repayment of borrowing - unsecured convertible | |
bond | 7 |
Repayment of borrowing - leasing liabilities |
Net cash inflow (outflow) from financing activities
Increase/(Decrease) in cash & cash equivalents
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the period (1)
6 months | ||
6 months ended | ended | Year ended |
31 December | 31 December | 30 June |
2024 | 2023 | 2024 |
(unaudited) | (unaudited) | (audited) |
$ | $ | $ |
634,799 | (3,534,998) | (11,365,415) |
581,344 | 414,446 | 630,371 |
- | - | (757) |
- | (9,008,937) | - |
(17,295,135) | (5,523,850) | (6,966,779) |
(16,713,791) | (14,118,341) | (6,337,165) |
30,569,674 | 2,792,997 | 10,303,566 |
(419,830) | - | - |
(2,621,500) | (5,561,500) | (5,273,798) |
(45,272) | (32,046) | (74,338) |
27,483,072 | (2,800,549) | 4,955,430 |
11,404,080 | (20,453,888) | (12,747,150) |
7,913,862 | 20,661,012 | 20,661,012 |
19,317,942 | 207,124(1) | 7,913,862 |
- Prior Period Closing cash balance (31 December 2023) excludes $7,000,000 fixed term deposit (included above in Financial Investments - Fixed Term cash deposit and Certificate of deposit) which matured 8th January 2024.
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PANTHEON RESOURCES PLC
RECONCILIATION OF LOSS FOR THE PERIOD TO NET CASH INFLOW (OUTFLOW) FROM OPERATING ACTIVITIES
FOR THE PERIOD ENDED 31 DECEMBER 2024
___________________________________________________________________________________
Notes | 6 months | 6 months | |
ended | ended | Year ended | |
31 December | 31 December | 30 June | |
2024 | 2023 | 2024 | |
3 | (unaudited) | (restated) | (restated) |
$ | $ | $ | |
Loss for the period | (6,896,209) | (7,410,387) | (13,367,832) |
Net interest received | (581,344) | (414,446) | (629,614) |
Share based compensation expense | 25,935 | - | - |
Depreciation of office equipment | - | 1,100 | 4,399 |
Depreciation of right of use assets | 42,500 | 28,802 | 68,704 |
Interest expense - Convertible Bond and ROU | 1,635,221 | 2,589,141 | 4,892,883 |
Convertible Bond - Revaluation of derivative liability | (162,837) | 1,206,610 | 337,055 |
Convertible Bond - impact of partial early repayment | 1,392,606 | - | - |
Other provisions - irrecoverable VAT | (470,629) | - | (96,209) |
(Increase)/Decrease in trade and other receivables | (61,225) | 1,765,558 | (385,020) |
Increase/(Decrease) in trade and other payables | 6,178,455 | (1,083,353) | (2,137,115) |
Effect of translation differences | (467,674) | (218,023) | (52,666) |
Net cash inflow (outflow) from operating activities | 634,799 | (3,534,998) | (11,365,415) |
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