Result of AGM and General Meeting

RNS Number : 0395N

Pantheon Resources PLC

14 January 2019

 

14 January 2019

Pantheon Resources plc

Result of Annual General Meeting and General Meeting

Pantheon Resources plc ("Pantheon" or "the Company"), the AIM-quoted oil and gas exploration company with a 50% - 75% working interest in several conventional project areas in Tyler and Polk Counties, onshore East Texas, announces that at the Annual General Meeting held earlier today, all resolutions were duly passed.

Pantheon also announces that the resolutions proposed at the General Meeting held earlier today were duly passed.

Further to the announcement on 21 December 2018 of the proposed Acquisition of Great Bear Companies by Pantheon, the Directors expect that Admission will now take place at 8.00 a.m. on Thursday 17 January 2019. A short delay has arisen owing to the logistics of the release of security over the assets, which will take longer than was previously anticipated.

The Acquisition remains subject to Admission. An application has been made for the admission to trading on AIM of 213,543,911 new Ordinary Shares, split as follows:

-      100,000,000 Consideration Shares

-      108,335,266 Capital Raising Shares

-      1,845,900 Adviser Shares⁽¹⁾

-      3,362,745 further Consideration Shares issued following the Vision Acquisition⁽²⁾

(1) a further 442,622 shares have been subscribed for in addition to the 1,403,278 Adviser Shares set out in the Circular

(2) as set out in the Circular, the number of Consideration Shares has been increased in the ratio of 49/51, to account for the new Ordinary Shares issued in respect of the Vision Acquisition.

The issue of the above shares is conditional on Admission.

The total voting rights figure immediately following Admission of 454,530,466 may be used by shareholders (and others with notification obligations) as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change to their interest in, the Company under the DTRs.

In addition, as previously disclosed, 102,471,055 Non-Voting Convertible Shares and 9,607,843 Consideration Warrants will be issued to the Great Bear Vendors.

Following completion, it is intended that Robert Rosenthal be appointed as Technical Director of Pantheon. Additionally, Great Bear have nominated Carl Williams and Jeremy Brest to be appointed to the board as non-executive directors. The Company will make a further announcement on their appointment in due course, once the regulatory requirements have been completed.

At today's General Meeting, the Chief Executive Officer of Pantheon, Jay Cheatham, commented:

"This has been a complicated transaction and one that we have worked on for a substantial period of time. This deal provides an outstanding opportunity on a number of levels, and I'm extremely pleased that it has been universally supported by shareholders. The combination of Great Bear and Pantheon assets, the addition of technical and management staff and the injection of capital truly transforms Pantheon."

-Ends-

Further information:

Pantheon Resources plc	[phone]
Jay Cheatham, CEO
Justin Hondris, Director, Finance and Corporate Development
Arden Partners plc (Nominated Adviser and broker)	[phone]
Paul Shackleton Daniel Gee-Summons

For further information on Pantheon Resources plc, see the website at: www.pantheonresources.com 

Capitalised terms used in this announcement shall have the same meanings as the definitions in the Company's announcement of 21 December 2018 and in the Circular.

The information contained within this RNS is considered to be inside information prior to its release.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.

	Details of the person(s) discharging managerial responsibilities/person closely associated with
a)	Name(s)	John (Jay) Cheatham
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 Identification code	Ordinary shares of 1 pence each fully paid ISIN: GB00B125SX82
b)	Nature of transaction	Subscriber in the Capital Raising
c)	Price(s) and volume(s)	Price Volume 15.25p 655,738
d)	Aggregated information -      Aggregated volume -      Price	N/a
e)	Date of transaction	17 January 2019
f)	Place of transaction	Outside a trading venue

	Details of the person(s) discharging managerial responsibilities/person closely associated with
a)	Name(s)	Justin Hondris
2	Reason for the notification
a)	Position/status	Finance and Corporate Development 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	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 Identification code	Ordinary shares of 1 pence each fully paid ISIN: GB00B125SX82
b)	Nature of transaction	Subscriber in the Capital Raising
c)	Price(s) and volume(s)	Price Volume 15.25p 196,722
d)	Aggregated information -      Aggregated volume -      Price	N/a
e)	Date of transaction	17 January 2019
f)	Place of transaction	Outside a trading venue

	Details of the person(s) discharging managerial responsibilities/person closely associated with
a)	Name(s)	John Walmsley
2	Reason for the notification
a)	Position/status	Finance and Corporate Development 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	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 Identification code	Ordinary shares of 1 pence each fully paid ISIN: GB00B125SX82
b)	Nature of transaction	Subscriber in the Capital Raising
c)	Price(s) and volume(s)	Price Volume 15.25p 81,148
d)	Aggregated information -      Aggregated volume -      Price	N/a
e)	Date of transaction	17 January 2019
f)	Place of transaction	Outside a trading venue

	Details of the person(s) discharging managerial responsibilities/person closely associated with
a)	Name(s)	Phillip Gobe
2	Reason for the notification
a)	Position/status	Finance and Corporate Development 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	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 Identification code	Ordinary shares of 1 pence each fully paid ISIN: GB00B125SX82
b)	Nature of transaction	Subscriber in the Capital Raising
c)	Price(s) and volume(s)	Price Volume 15.25p 155,881
d)	Aggregated information -      Aggregated volume -      Price	N/a
e)	Date of transaction	17 January 2019
f)	Place of transaction	Outside a trading venue

 

END

 

 

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