Pantheon Resources PLC Proposed Placing and Subscription (9344F)

TIDMPANR

RNS Number : 9344F

Pantheon Resources PLC

19 November 2020

THIS ANNOUNCEMENT, INCLUDING THE APPIX, AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR AUSTRALIA, OR TO BE TRANSMITTED OR DISTRIBUTED TO, OR SENT BY, ANY NATIONAL OR RESIDENT OR CITIZEN OF ANY SUCH COUNTRIES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT (INCLUDING THE APPIX) DOES NOT CONSTITUTE AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR (OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR) ORDINARY SHARES TO ANY PERSON WITH A REGISTERED ADDRESS IN, LOCATED IN, OR WHO IS A RESIDENT OF, THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (596/2014/EU) ("MAR").

19 November 2020

Pantheon Resources plc

Proposed Placing and Subscription to raise a minimum of $18.1 million

Pantheon Resources plc ("Pantheon" or the "Company"), the AIM-quoted oil and gas exploration company with working interests of 89.2% - 100% in certain projects located adjacent to transportation and pipeline infrastructure on the Alaska North Slope, is pleased to announce that it intends to raise a minimum of $18.1 million (before expenses) by way of a placing and conditional subscriptions (together the "Fundraise") of new Ordinary Shares at a price of 31 pence per share (the "Issue Price"). The main purpose of the Fundraise is to allow the Company to drill the high impact Talitha well in Q1 2021.

Institutional investors will participate by way of a placing of new Ordinary Shares (the " Placing Shares") conducted through an accelerated bookbuild (the "Bookbuild") which will be launched immediately following this Announcement (the "Placing"). Canaccord Genuity Limited ("Canaccord") is acting as Nominated Adviser and Sole Bookrunner in connection with the Placing. The Placing is not being underwritten.

Certain investors will also be subscribing for new Ordinary Shares (the "Subscription Shares") at the Issue Price directly with the Company (the "Subscription"). The Company has received commitments for the Subscription totalling approximately $15 million. The Subscription is conditional on completion of the Placing.

In addition to the Fundraise, retail investors will be given an opportunity to participate by subscribing for new Ordinary Shares (the "Retail Shares") at the Issue Price (the "Retail Offer") on the PrimaryBid platform. A separate announcement will be made shortly regarding the Retail Offer and its terms. The Placing and Subscription is not conditional upon the Retail Offer. The Retail Offer will close on completion of the Bookbuild process.

The Company considers it important to be able to take advantage of investor demand should investors wish to participate in the Fundraise in excess of $18.1 million. Therefore, the Company may increase the amount proposed to be raised pursuant to the Fundraise, in agreement with Canaccord. Any additional proceeds above the minimum of $18.1 million, including from the Retail Offer, will be applied towards extended testing on the Talitha well and further development of the Company's asset portfolio.

Any reference to gross or net proceeds in this Announcement or any other amount in this Announcement stated in $ assumes an exchange rate of 1.32 being the exchange rate between the U.S. dollar and pound sterling at 3:30 p.m. on 19 November 2020.

The Placing is subject to the terms and conditions set out in the Appendix to this Announcement (which forms part of this Announcement).

The final number of New Ordinary Shares to be issued will be announced on the closing of the Bookbuild process. The New Ordinary Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares of Pantheon, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue.

Application will be made for the New Ordinary Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will take place at or around 8.00 a.m. (London time) on 26 November 2020 (or such later date as may be agreed between the Company and Canaccord). The Fundraise is conditional upon, inter alia, Admission becoming effective. The Placing is also conditional upon the Company having received payment in full from the Subscription in respect of the Subscription Shares and the the Placing Agreement not otherwise being terminated in accordance with its terms.

The Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notice" section and the detailed terms and conditions described in the Appendix.

Jay Cheatham, CEO of Pantheon Resources, said:

"This Fundraise will allow Pantheon to execute our plan to drill Talitha-A in Q1 2021, which is targeting an independently certified resource of c.300 million barrels of oil recoverable in one of four target horizons alone. Following the work Pantheon has conducted over the last 12 months, we believe that our Alaskan acreage represents an attractive commercial opportunity. The decision to solely fund Talitha-A was a "no brainer", as this allows us to retain control of timing and spending on the project, mitigates potential partner delays and strengthens our position in current and future farm-out discussions. The Fundraise will also allow us to continue our technical work and participate in lease sales.

"The geological and geophysical work that has been carried out on our acreage continues to underpin our confidence in the Talitha project and the potential opportunity it presents for the Company and our shareholders. I am proud of the work we have done to get us to this point and am confident that the Company is in a strong position to proceed with the next phase of this project."

Further information:

 
 Pantheon Resources plc                             [phone] 
 Jay Cheatham, CEO 
 Justin Hondris, Director, Finance and Corporate 
  Development 
 
 
   Canaccord Genuity Limited (Nominated Adviser 
   and broker) 
 Henry Fitzgerald-O'Connor 
  James Asensio 
  Adam James 
  Angelos Vlatakis                                  [phone] 
 
 Blytheweigh 
 Tim Blythe, Megan Ray, Madeleine Gordon-Foxwell    [phone] 
 
 

Rationale for the Fundraise

Since Pantheon began the farm out process in late 2019 (the "Farmout"), the Company's understanding and estimate of resource potential of the Alaskan assets has advanced considerably. Since January this year, Lee Keeling & Associates have delivered two Independent Expert Reports confirming a contingent resource of 76.5 mmbo at the Greater Alkaid project and a recoverable prospective resource in the updip section of the Shelf Margin Deltaic horizon at Talitha of 302 mmbo.

Pantheon (and Great Bear Petroleum before that) have together invested approximately $250 million in Alaska over the past decade. The technical work that has been conducted over the last 12 months in particular has significantly increased the Board's belief that its Alasakan acearge represents a very attractive and commercial project. Over the same period the ability of potential farm-in partners to transact has been serverly impaired, not least because of the global pandemic and the associated impact it has had on the sector.

The Directors have assessed the various potential partners participating in the Farmout, the likely terms, value and timing of any Farmout offers, dilution for shareholders and the timing implications for near-term drilling operations during the winter in Alaska. The Board has come to the conclusion that the more attractive option on a risk/return basis is for Pantheon to self-finance a winter well at Talitha-A.

The Fundraise will permit the Company immediately to execute a fully formed plan to drill Talitha-A in Q1 2021, with spudding expected in January or February. Talitha-A will target four distinct horizons, which the Company estimates has the potential to contain in the region of a billion barrels of recoverable oil, although ongoing work is required to formally delineate the ultimate potential of the lower targets. The Directors believe this therefore represents a globally significant well the drilling of which, following the recent award of Unit status at Talitha, will be warmly welcomed by the Alaskan authorities. The Board also believes that sole funding the drilling of Talitha will strengthen the Company's position in its ongoing and future Farmout discussions.

Drilling will be subject to the Company obtaining all relevant ordinary course permits and authorisations. The Company has already made good progress on gathering all the required permiting to drill in this coming winter season and is in advanced stages of negotiation with the rig operators to identify a suitable rig, which is expected to be available at a historically competitive rate.

Going forward, Pantheon will be focusing on Alaska as its primary asset and intends to exit its East Texas portfolio over time. At the current low natural gas prices Pantheon expects to impair the carrying value of its East Texas assets in its balance sheet by approximately $16.5 million (unaudited), compared to expected Total Gross Assets as at 30 June 2020 of approximately $161.6 million (unaudited).

Use of proceeds

The gross minimum proceeds of Fundraise of $18.1 million are expected to be used as follows:

 
 
 
                                                               $m 
 Talitha Well: Drill, log, sidewall core; test 
  SMD & Kuparuk                                            $14.6m 
 General & Administration, Geology & Geophysics            $ 5.0m 
                                                        --------- 
 Deal Costs                                                $ 0.9m 
                                                        ========= 
 Existing cash (as at 31 October 2020)                   $ (2.4)m 
                                                        ========= 
 Minimum fundraise                                         $18.1m 
 
 

The Company has identified several areas where it will apply any additional proceeds above the minimum, including that from the Retail Offer, which include extended testing on the Talitha well, participation in lease sales, and otherwise strengthening its financial position when negotiating with farm out partners.

Director participation

The existing Directors have indicated that they intend to participate in the Subscription for an aggregated amount of approximately $156,000. The ultimate allocation to the Directors is at the absolute discretion of Canaccord and the Company.

The Company also intends to award options representing c.2.25% of its ordinary share capital (voting and non-voting) to directors and staff under the Company's Share Option Plan at the Issue Price in due course.

Conditions and other information relating to the Fundraise

The Fundraise is conditional, inter alia, upon:

a) the Placing Agreement becoming unconditional in all respects (save for Admission occurring) and not having been terminated in accordance with its terms;

b) Admission becoming effective by no later than 8.00 a.m. on 26 November 2020 (or such later time and/or date as the Company and Canaccord may agree (being not later than 8.30 a.m. on 17 December 2020).

Further details of the conditions of the Placing and the Placing Agreement are set out in the Appendix, under the heading 'Conditions of the Placing'.

Accordingly, if such conditions are not satisfied or, if applicable, waived, the Fundraise will not proceed.

The Fundraise is not underwritten by Canaccord or any other person.

Settlement and dealings

The New Ordinary Shares will be in registered form and will be capable of being held in either certificated or uncertificated form (i.e. in CREST). Accordingly, following Admission, settlement of transactions in the Ordinary Shares may take place within the CREST system if a Shareholder so wishes. Shareholders who wish to receive and retain share certificates are able to do so.

The ISIN number of the New Ordinary Shares is GB00B125SX82. The TIDM is PANR.

Risk Factors

Any investment in the Company is subject to a number of risks. Accordingly, prospective investors should carefully consider the risks previously announced and other information contained in this Announcement and any other publicly available information about the Company before making a decision whether to invest in the Company. Prospective investors should consider carefully whether an investment in the Company is suitable for them in light of the information in this Announcement and their personal circumstances.

Before making an investment, prospective investors are strongly advised to consult an investment adviser authorised under the Financial Services and Markets Act 2000 ("FSMA") who specialises in investments of this kind. A prospective investor should consider carefully whether an investment in the Company is suitable in the light of his or her personal circumstances, the financial resources available to him or her and his or her ability to bear any loss which might result from such investment.

IMPORTANT NOTICE

This Announcement is released by Pantheon Resources plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"). It is disclosed in accordance with the Group's obligations under Article 17 of MAR.

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this Announcement is being made on behalf of the Group by John (Jay) Cheatham, Chief Executive Officer.

No action has been taken by the Group or Canaccord, or any of their respective affiliates, that would, or which is intended to, permit a public offer of the New Ordinary Shares in any jurisdiction or the possession or distribution of this Announcement or any other offering or publicity material relating to the New Ordinary Shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this Announcement comes shall inform themselves about, and observe, such restrictions.

No prospectus has been made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation (as defined below)) to be published.

The New Ordinary Shares to be issued pursuant to the Fundraise will not be admitted to trading on any stock exchange other than the AIM market operated by the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

In accordance with the AIM Rules - Note for Mining and Oil & Gas Companies - June 2009, the information contained in this Announcement has been reviewed and signed off by Jay Cheatham, a qualified Chemical & Petroleum Engineer, who has over 40 years' relevant experience within the sector.

Note:

1. Greater Alkaid resource figures are Contingent Resource. All other resource estimates are Prospective Resource

Information for Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail and professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Proposals. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Canaccord will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares pursuant to the Fundraise.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

IMPORTANT NOTICES

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA") AND THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AND AMMENTS AND SUPPLEMENTS THERETO) AND INCLUDING ANY RELEVANT IMPLEMENTING MEASURE IN ANY RELEVANT MEMBER STATE INCLUDING THE UNITED KINGDOM (THE "PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (3) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN PANTHEON RESOURCES PLC

THE NEW ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE NEW ORDINARY SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND TO CERTAIN QUALIFIED INVESTORS IN TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING IN THE UNITED STATES. NO PUBLIC OFFERING OF THE NEW ORDINARY SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

The distribution of this Announcement and/or the Placing and/or issue of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Canaccord or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the New Ordinary Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such New Ordinary Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Canaccord to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or the "US")), Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the New Ordinary Shares is being made in any such jurisdiction.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA") by Canaccord or any other person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply or otherwise falls within a relevant exemption. No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published. Persons needing advice should consult an independent financial adviser.

This Announcement is only directed at persons in Australia, who it is lawful to offer the shares to be issued under the Placing without disclosure under Chapter 6D of the Australian Corporations Act and Part 7.9 of the Australian Corporations Act (including those who are "sophisticated investors" as set out in section 708(8) of the Australian Corporations Act or who are "professional investors" as set out in section 708(11) of the Australian Corporations Act), who are a "wholesale client" within the meaning of section 761G of the Australian Corporations Act, and where such action complies with all applicable laws, regulations and directives and does not require any document to be lodged with ASIC.

The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Fundraise or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the New Ordinary Shares and the New Ordinary Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the New Ordinary Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in the Appendix.

This Announcement may contain "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the New Ordinary Shares. Any investment decision to buy New Ordinary Shares in the Fundraise must be made solely on the basis of information contained in this Announcement.

This Announcement has not been approved by any competent regulatory authority. Canaccord is nominated advisor to the Company, authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Fundraise and Admission and Canaccord will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Fundraise or any other matters referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Canaccord or by any of its affiliates or their affiliates' agents, directors, officers and employees, respectively, as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

No statement in this Announcement or in any previous announcement or in any previous presentation issued by the Company was or is intended to be a profit forecast or estimate, and no statement in this Announcement nor in any previous announcement or in any previous presentation issued by the Company should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

This Announcement has been issued by, and is the sole responsibility, of the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Canaccord or by any of its respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

APPIX - TERMS AND CONDITIONS OF THE PLACING

General

By participating in the Bookbuilding Process and the Placing, each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix. Upon being notified of its allocation of Placing Shares, a Placee who chooses to participate in the Placing by making an oral and legally binding offer shall be contractually committed to acquire the number of placing shares allocated to it and to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment.

Details of the Placing Agreement and the Placing Shares

The Company has today entered into the Placing Agreement with Canaccord. Pursuant to the Placing Agreement, Canaccord has, subject to the terms and conditions set out in the agreement, agreed to use reasonable endeavours, as agent of the Company, to procure subscribers for the Placing Shares pursuant to the Bookbuilding Process described in this Announcement and as set out in the Placing Agreement.

The Placing is conditional on the Placing Agreement becoming unconditional and not being terminated in accordance with its terms.

The Placing is not being underwritten.

The Placing Shares will, when issued, be subject to the articles of association of the Company, be credited as fully paid and rank pari passu in all respects with each other and with the New Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the New Ordinary Shares after Admission.

The Placing Shares will be issued free of any encumbrance, lien or other security interest.

Application for Admission

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. Subject to the satisfaction or waiver of the conditions of the Placing Agreement (the "Conditions"), it is expected that Admission will take place and dealings in the Placing Shares will commence on AIM on or around 8.00 a.m. on 26 November 2020 (or such later date as Canaccord and the Company may agree in writing) .

Bookbuilding Process

Commencing today, Canaccord will be conducting a Bookbuilding Process to determine demand for participation in the Placing by Placees. This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing. However, Canaccord will be entitled to effect the Placing by such alternative method to the Bookbuilding Process as it may, after consultation with the Company, determine. No commissions will be paid by or to Placees in respect of any participation in the Placing or subscription for Placing Shares.

Participation in, and principal terms of, the Bookbuilding Process

Participation in the Placing is by invitation only and will only be available to persons who may lawfully be, and are, invited to participate by Canaccord. Canaccord and Canaccord Affiliates (as defined below) are entitled to participate as Placees in the Bookbuilding Process.

The Bookbuilding Process will establish the number of Placing Shares to be issued pursuant to the Placing.

The book will open with immediate effect. The Bookbuilding Process is expected to close not later than 10.00 a.m. tomorrow, but may be closed at such earlier or later time as Canaccord may, in its absolute discretion (after consultation with the Company), determine. A further announcement will be made following the close of the Bookbuilding Process detailing the number of Placing Shares to be subscribed for by the Placees at the Issue Price (the "Placing Results Announcement").

A bid in the Bookbuilding Process will be made on the terms and conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and, except with Canaccord's consent, will not be capable of variation or revocation after the close of the Bookbuilding Process.

A Placee who wishes to participate in the Bookbuilding Process should communicate its bid by telephone to its usual sales contact at Canaccord. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Issue Price. If successful, Canaccord will re-contact and confirm orally to Placees following the close of the Bookbuilding Process the size of their respective allocations and a trade confirmation will be despatched as soon as possible thereafter. Canaccord's oral confirmation of the size of allocations and each Placee's oral commitments to accept the same will constitute an irrevocable legally binding agreement in favour of the Company and Canaccord pursuant to which each such Placee will be required to accept the number of Placing Shares allocated to the Placee at the Issue Price and otherwise on the terms and subject to the conditions set out herein and in accordance with the Company's articles of association. Each Placee's allocation and commitment will be evidenced by a trade confirmation issued by Canaccord to such Placee. The terms of this Appendix will be deemed incorporated in that trade confirmation.

Canaccord reserves the right to scale back the number of Placing Shares to be subscribed by any Placee in the event that the Placing is oversubscribed. Canaccord also reserves the right not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. The acceptance and, if applicable, scaling back of offers shall be at the absolute discretion of Canaccord after consultation with the Company.

Each Placee's obligations will be owed to the Company and to Canaccord. Following the oral confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Company and Canaccord, as agent of the Company, to pay to Canaccord (or as Canaccord may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares allocated to such Placee.

To the fullest extent permissible by law, neither Canaccord nor any Canaccord Affiliate, nor any person acting on their behalf shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of Canaccord, any Canaccord Affiliate nor any person acting on their behalf shall have any liability (including, to the extent legally permissible, any fiduciary duties), in respect of its conduct of the Bookbuilding Process or of such alternative method of effecting the Placing as Canaccord may determine.

All obligations of Canaccord under the Placing will be subject to fulfilment of the conditions referred to in this Announcement including without limitation those referred to below under "Conditions of the Placing".

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of Canaccord under the Placing Agreement are conditional, among other things, upon:

(a) the performance by the Company of its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;

(b) the warranties on the part of the Company contained in the Placing Agreement being true and accurate on and as of the date of the Placing Agreement and on Admission;

(c) the Subscriptions remaining in full force and effect and the Company having received payment in full from the Subscribers;

(d) the obligations of Canaccord not having been terminated pursuant to the Placing Agreement and the Placing Agreement otherwise becoming unconditional; and

(e) Admission of the Placing Shares occurring not later than 8.00 a.m. on 26 November 2020 or such later time and/or date as Canaccord and the Company may agree (but in any event not later than 8.30 a.m. on 17 December 2020).

If (a) any of the Conditions of the Placing Agreement are not fulfilled or to the extent permitted under the Placing Agreement waived by Canaccord, or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof.

Canaccord, in its absolute discretion and upon such terms as it thinks fit, waive fulfilment of all or any of the conditions in the Placing Agreement in whole or in part, or extend the time provided for fulfilment of one or more conditions, save that certain conditions including the condition relating to Admission may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.

None of Canaccord, any Canaccord Affiliate, the Company, nor any subsidiary of the Company, nor any branch, affiliate or associated undertaking of any such company nor any of their respective directors, officers and employees (each a "Pantheon Affiliate") shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the Placing generally.

By participating in the Placing, each Placee agrees that Canaccord's rights and obligations in respect of the Placing terminate, inter alia, in the circumstances described below under "Right to terminate under the Placing Agreement".

Right to terminate under the Placing Agreement

Canaccord has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event of a regulatory requirement not being fulfilled or a breach of warranty by the Company.

By participating in the Placing, each Placee agrees with Canaccord that the exercise by Canaccord of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Canaccord and that Canaccord need not make any reference to the Placees in this regard and that, to the fullest extent permitted by law, neither the Company, Canaccord, any Canaccord Affiliate nor any Pantheon Affiliate shall have any liability whatsoever to the Placees in connection with any such exercise or failure to so exercise.

No Admission Document or Prospectus

No admission document, offering document or prospectus has been or will be prepared in relation to the Placing and no such prospectus is required (in accordance with the Prospectus Regulation) to be published or submitted to be approved by the FCA and Placees' commitments will be made solely on the basis of the information contained in this Announcement.

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms to Canaccord and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of Canaccord (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to below), any Canaccord Affiliate, any persons acting on its or their behalf or the Company or any Pantheon Affiliate and none of Canaccord, any Canaccord Affiliate, any persons acting on their behalf, the Company, any Pantheon Affiliate nor any persons acting on their behalf will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges to and agrees with Canaccord for itself and as agent for the Company that, except in relation to the information contained in this Announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding whether to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

Settlement of transactions in the Placing Shares following Admission will take place within the CREST system, using the delivery versus payment mechanism, subject to certain exceptions. Canaccord reserves the right to require settlement for and delivery of the Placing Shares to Placees by such other means as Canaccord may deem necessary, including, without limitation, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

The expected timetable for settlement will be as follows:

 
Trade Date                       20 November 2020 
Settlement Date                  26 November 2020 
ISIN Code                        GB00B125SX82 
SEDOL                            B125SX8 
Deadline for input instruction   4:35 p.m. on 24 November 2020 
 into CREST 
CREST ID for Canaccord           805 
 

Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it, the Issue Price, the aggregate amount owed by such Placee to Canaccord and settlement instructions. Placees should settle against the Canaccord CREST ID shown above. It is expected that such trade confirmation will be despatched on the expected trade date shown above. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with Canaccord.

It is expected that settlement will take place on the Settlement Date shown above on a delivery versus payment basis in accordance with the instructions set out in the trade confirmation unless otherwise notified by Canaccord.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the base rate of HSBC Bank Plc.

Each Placee is deemed to agree that if it does not comply with these obligations, Canaccord may sell any or all of the Placing Shares allocated to the Placee on such Placee's behalf and retain from the proceeds, for Canaccord's own account and profit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The Placee will, however, remain liable for any shortfall below the aggregate amount owed by such Placee and it may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, the Placee should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to any levy, stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither Canaccord nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, warranties and terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf):

1. represents and warrants that it has read and understood this Announcement in its entirety (including this Appendix) and acknowledges that its participation in the Placing and the issue of the Placing Shares will be governed by the terms of this Announcement (including this Appendix);

2. acknowledges that no prospectus, admission document or offering document has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Bookbuilding Process, the Placing or the Placing Shares;

3. agrees to indemnify on an after-tax basis and hold harmless each of the Company, Canaccord, Canaccord Affiliates and Pantheon Affiliates and any person acting on their behalf from any and all costs, losses, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Announcement and further agrees that the provisions of this Announcement shall survive after completion of the Placing;

4. acknowledges that the Placing Shares will be admitted to trading on AIM and the Company is therefore required to publish and has published certain business and financial information in accordance with the AIM Rules and MAR and other applicable laws and regulations (the "Exchange Information"), which includes certain business and financial and the Company's announcements and circulars published in the past 12 months, and that the Placee is able to obtain or access this Exchange Information without undue difficulty and is aware of the contents of the Exchange Information;

5. acknowledges that its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;

6. agrees that it has no rights against Canaccord or the Company, or any of their respective officers, directors or employees, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;

7. acknowledges that none of Canaccord, any Canaccord Affiliate or any person acting on their behalf has provided, and will not provide, it with any material or information regarding the Placing Shares or the Company; nor has it requested any of Canaccord, nor any Canaccord Affiliate nor any person acting on their behalf to provide it with any such material or information;

8. acknowledges that (i) none of Canaccord or any Canaccord Affiliate or any person acting on behalf of any of them is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of Canaccord and that Canaccord does not have any duties or responsibilities to it (or any person acting on behalf of a Placee) for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, agreements, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right, and (ii) neither it nor, as the case may be, its clients expect Canaccord to have any duties or responsibilities to it similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook contained in the FCA's Handbook of Rules and Guidance, and that Canaccord is not acting for it or its clients, and that Canaccord will not be responsible to any person other than the Company for providing protections afforded to its clients;

9. acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that none of Canaccord, nor any Canaccord Affiliate nor any person acting on their behalf will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this Announcement or any information previously published by or on behalf of the Company and none of Canaccord, nor any Canaccord Affiliate nor any person acting on their behalf will be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing to subscribe for the Placing Shares is contained in this Announcement, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares, and that it has relied on its own investigation with respect to the Placing Shares and the Company in connection with its decision to subscribe for the Placing Shares and acknowledges that it is not relying on any other information whatsoever and in particular it is not relying on any investigation that Canaccord, any Canaccord Affiliate or any person acting on their behalf may have conducted with respect to the Placing Shares or the Company and none of such persons has made any representations to it, express or implied, with respect thereto;

10. acknowledges: (i) it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares; (ii) that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing; (iii) it has had sufficient time to consider and conduct its own investigation in connection with its subscription for the Placing Shares, including all tax, legal and other economic considerations; and (iv) it has relied upon its own examination of, and due diligence on, the Company, and the terms of the Placing, including the merits and risks involved;

11. unless paragraph 12 applies, represents and warrants that it has neither received nor relied on any inside information for the purposes of MAR and section 56 of the Criminal Justice Act 1993 ("CJA") in relation to the Company or its participation in the Placing;

12. it acknowledges and agrees that, if it has received any inside information (for the purpose of MAR and section 56 of the CJA) in relation to the Company and its securities in advance of the Placing, it has consented to receive inside information for the purposes of MAR and the CJA and it acknowledges that it was an insider or a person who has received a market sounding for the purpose of such legislation and it confirms that it has not: (a) dealt (or attempted to deal) in the securities of the Company (or cancelled or amended an order in relation thereto); (b) encouraged, recommended or induced another person to deal in the securities of the Company (or to cancel or amend an order in relation thereto); (c) unlawfully disclosed inside information to any person, in each case, prior to the information being made publicly available;

13. acknowledges that it is not entitled to rely on any information (including, without limitation, any information contained in any management presentation given in relation to the Placing) other than that contained in this Announcement (including this Appendix) and in any Exchange Information and represents and warrants that it has not relied on any representations relating to the Placing, the Placing Shares or the Company other than the information contained in this Announcement or in any Exchange Information;

14. acknowledges that: it has not relied on any information relating to the Company contained in any research reports prepared by Canaccord or any Canaccord Affiliate or any person acting on their behalf and understands that (i) none of Canaccord, nor any Canaccord Affiliate nor any person acting on their behalf has or shall have any liability for any public information relating to the Company or otherwise or any representation; (ii) none of Canaccord, nor any Canaccord Affiliate, nor any person acting on their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this Announcement or otherwise; and that (iii) none of Canaccord, nor any Canaccord Affiliate, nor any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;

15. represents and warrants that (i) it is permitted to acquire the Placing Shares for which it is subscribing under the laws and regulations of all relevant jurisdictions which apply to it; (ii) it has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities which may be required or necessary in connection with its subscription for Placing Shares and its participation in the Placing and has complied with all other necessary formalities in connection therewith; (iii) it has all necessary capacity to commit to participation in the Placing and to perform its obligations in relation thereto and will honour such obligations; (iv) it has paid any issue, transfer or other taxes due in connection with its subscription for Placing Shares and its participation in the Placing in any territory; and (v) it has not taken any action which will or may result in the Company, Canaccord or any Canaccord Affiliate or Pantheon Affiliate or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing;

16. represents and warrants that it understands that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and are not being offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;

17. represents and warrants that it and the person(s), if any, for whose account or benefit it is subscribing for the Placing Shares is not subscribing for and/or purchasing Placing Shares as a result of any "directed selling efforts" in the United States as defined in Regulation S;

18. represents and warrants that it and the person(s), if any, for whose account or benefit it is subscribing for the Placing Shares is not acquiring Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States;

19. represents and warrants that it and the person(s), if any, for whose account or benefit it is subscribing for Placing Shares is, and at the time it subscribes for the Placing Shares will be either (a) outside the United States of America and acquiring the Placing Shares in an "offshore transaction" as defined in and pursuant to Regulation S; or (b) if in the United States of America, a qualified institutional buyer within the meaning of Rule 144A under the Securities Act or certain qualified investors approved by the Company and will have duly executed an investor letter in a form provided to it;

20. represents and warrants that it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted, and will not, directly or indirectly, distribute, forward, transfer or otherwise transmit, any presentation or offering materials concerning the Placing or the Placing Shares to any persons within the United States of America;

21. represents and warrants that it will not distribute any document relating to the Placing Shares and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (as to which it has the authority to make the statements set out herein) for investment purposes only and it does not have any contract, understanding or arrangement with any person to sell, pledge, transfer or grant a participation therein to such person or any third person with respect of any Placing Shares;

22. represents and warrants that its acquisition of the Placing Shares has been or will be made in an "offshore transaction" as defined in and pursuant to Regulation S;

23. represents and warrants that it will not offer or sell, directly or indirectly, any of the Placing Shares in the United States except in accordance with Regulation S or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;

24. represents and warrants that where it is resident in Australia it is a person , who it is lawful to offer the shares to be issued under the Placing without disclosure under Chapter 6D of the Australian Corporations Act and Part 7.9 of the Australian Corporations Act (including those who are "sophisticated investors" as set out in section 708(8) of the Australian Corporations Act or who are "professional investors" as set out in section 708(11) of the Australian Corporations Act), who are a "wholesale client" within the meaning of section 761G of the Australian Corporations Act, and that no document is being lodged with ASIC;

25. represents and warrants that, if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area or the United Kingdom which has implemented the Prospectus Regulation other than "qualified investors" as defined in Article 2(e) of the Prospectus Regulation, or in circumstances in which the prior consent of Canaccord has been given to such an offer or resale;

26. represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the European Economic Area or the United Kingdom except in circumstances falling within Article 1(4) of the Prospectus Regulation which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Regulation;

27. represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which it is permitted to do so pursuant to section 21 of FSMA and it acknowledges and agrees that this Announcement has not been approved by Canaccord in its capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person

28. represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

29. represents and warrants that it has complied with its obligations; under the CJA and MAR, and, in connection with the laws of all relevant jurisdictions which apply to it, it has complied, and will fully comply, with all such laws (including where applicable, the Criminal Justice Act 1988, the Terrorism Act 2000, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2006, the Counter-Terrorism Act 2008 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017) and, to the extent applicable, any related or similar rules, regulations of any body having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA and that it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations ((i), (ii), (a) and (b), together, the "Regulations") and, if it is making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

30. if in the United Kingdom, represents and warrants that: (a) it is a person having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the FPO, or (b) it is a person who falls within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated Associations etc") of the FPO, and (c) it is a qualified investor as defined in Article 2(e) of the Prospectus Regulation, acting as principal or in circumstances to which section 86(2) of FSMA applies, and (d) it is person to whom this Announcement may otherwise lawfully be communicated;

31. represents and warrants that its participation in the Placing would not give rise to an offer being required to be made by it or any person with whom it is acting in concert pursuant to Rule 9 of the City Code on Takeovers and Mergers;

32. undertakes that it (and any person acting on its behalf) will pay for the Placing Shares acquired by it in accordance with this Announcement and with any trade confirmation sent by Canaccord (or on its behalf) to it in respect of its allocation of Placing Shares and its participation in the Placing on the due time and date set out therein (or as otherwise notified by Canaccord) against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as Canaccord may, in its absolute discretion, determine and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

33. acknowledges that none of Canaccord, nor any Canaccord Affiliate nor any person acting on their behalf is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing, and acknowledges that none of Canaccord, nor any Canaccord Affiliate nor any person acting on their behalf has any duties or responsibilities to it for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of Canaccord's rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;

34. undertakes that (i) the person whom it specifies for registration as holder of the Placing Shares will be (a) the Placee or (b) the Placee's nominee, as the case may be, (ii) neither Canaccord nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement and (iii) the Placee and any person acting on its behalf agrees to acquire the Placing Shares on the basis that the Placing Shares will be allotted to the CREST stock account of Canaccord which will hold them as settlement agent as nominee for the Placee until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a delivery versus payment basis;

35. acknowledges that it irrevocably appoints any director of Canaccord as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable the Placing Shares allocated to it and agreed to be taken up by it under the Placing to be credited to the CREST stock account it has specified or for it to be registered as the holder of any of the Placing Shares allocated to it and agreed to be taken up by it under the Placing;

36. represents and warrants that it is not a resident of United States of America, Canada, Japan, New Zealand, Russia or the Republic of South Africa and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be cleared or published in respect of the Placing Shares under the securities legislation of any Restricted Jurisdiction and, subject to certain exceptions, may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, within any Restricted Jurisdiction;

37. represents and warrants that any person who confirms to Canaccord on behalf of a Placee an agreement to subscribe for Placing Shares and/or who authorises Canaccord to notify the Placee's name to the Company's registrar, has authority to do so on behalf of the Placee;

38. acknowledges that the agreement to settle each Placee's acquisition of Placing Shares (and/or the acquisition of a person for whom it is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by it and/or such person direct from the Company of the Placing Shares in question. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Canaccord will be responsible. If this is the case, the Placee should take its own advice and notify Canaccord accordingly;

39. acknowledges that when a Placee or any person acting on behalf of the Placee is dealing with Canaccord, any money held in an account with Canaccord on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA and that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated in accordance with the client money rules and will be used by Canaccord in the course of its business; and the Placee will rank only as a general creditor of Canaccord (as the case may be);

40. acknowledges and agrees that in order to ensure compliance with the Criminal Justice Act 1988, the Terrorism Act 2000, Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002 (as amended) the Terrorism Act 2006, the Counter-Terrorism Act 2008 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, and, to the extent applicable, any related or similar rules, regulations of any body having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA, Canaccord (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to Canaccord or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Canaccord's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at Canaccord's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity Canaccord (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, Canaccord and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

41. acknowledges and understands that the Company, Canaccord, and others will rely upon the truth and accuracy of the foregoing representations, warranties, agreements, undertakings and acknowledgements;

42. acknowledges that the basis of allocation will be determined by Canaccord and the Company at their absolute discretion and that the right is reserved to reject in whole or in part and/or scale back any participation in the Placing;

43. irrevocably authorises the Company and Canaccord to produce this Announcement pursuant to, in connection with, or as maybe required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;

44. acknowledges and agrees that its commitment to subscribe for Placing Shares on the terms and conditions set out herein will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Canaccord's conduct of the Placing;

45. acknowledges and agrees that time is of the essence as regards its obligations under this Appendix;

46. acknowledges and agrees that any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to Canaccord;

   47.   acknowledges and agrees that it will be bound by the terms of the Articles; and 

48. acknowledges and agrees that these terms and conditions in this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire Placing Shares pursuant to the Placing and any non-contractual obligations arising out of or in connection with such agreements will be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the courts of England and Wales in relation to any claim, dispute or matter arising out of or in connection with any such agreements and any non-contractual obligations arising out of or in connection with such agreements, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Canaccord in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.

The acknowledgements, agreements, undertakings, representations and warranties referred to above are given to each of the Company and Canaccord (for their own benefit and, where relevant, the benefit of any Canaccord Affiliate or Pantheon Affiliate and any person acting on their behalf) and are irrevocable.

No claim shall be made against the Company, Canaccord, any Canaccord Affiliate, any Pantheon Affiliate, or any other person acting on behalf of any of such persons by a Placee to recover any damage, cost, loss, charge or expense which it may suffer or incur by reason of or arising from or in connection with the performance of its obligations hereunder or otherwise howsoever in connection with the Placing or Admission, to the extent permitted under English law.

No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued or transferred (as the case may be) into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee.

Any arrangements to issue or transfer the Placing Shares into a depositary receipts system or a clearance service or to hold the Placing Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Placing Shares in a clearance service, or any arrangements subsequently to transfer the Placing Shares, may give rise to stamp duty and/or stamp duty reserve tax, for which neither the Company nor Canaccord will be responsible and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Canaccord in the event that any of the Company or any Pantheon Affiliate or Canaccord or any Canaccord Affiliate has incurred any such liability to stamp duty or stamp duty reserve tax.

In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.

References to time in this Announcement are to London time, unless otherwise stated. All times and dates in this Announcement may be subject to amendment. Canaccord shall notify the Placees and any person acting on behalf of the Placees of any such changes.

This Announcement has been issued by the Company and is the sole responsibility of the Company.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Canaccord or any Canaccord Affiliate may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

The rights and remedies of Canaccord and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise or partial exercise of one will not prevent the exercise of others.

Each Placee may be asked to disclose in writing or orally to Canaccord and, if so, undertakes to provide:

(a) if he is an individual, his nationality;

(b) if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned; and

(c) such other "know your client" information as Canaccord may reasonably request.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

DEFINITIONS

The following definitions apply throughout this Announcement, unless the context requires otherwise:

 
 Admission                             admission of the New Ordinary Shares 
                                        of the Company to trading on AIM 
                                        becoming effective in accordance 
                                        with Rule 6 of the AIM Rules 
 AIM                                   the market of that name operated 
                                        by the London Stock Exchange 
 AIM Rules                             the AIM Rules for Companies and 
                                        the AIM Rules for Nominated Advisers 
                                        published by the London Stock Exchange 
                                        from time to time 
 AIM Rules for Companies               the rules for companies whose securities 
                                        are admitted to trading on AIM published 
                                        by the London Stock Exchange as 
                                        amended from time to time 
 AIM Rules for Nominated Advisers      the rules for nominated advisers 
                                        to companies whose securities are 
                                        admitted to trading on AIM published 
                                        by the London Stock Exchange as 
                                        amended from time to time 
 Announcement                          this announcement, including the 
                                        Appendix 
 Articles                              the articles of association of the 
                                        Company 
 Board                                 the board of directors of the Company 
                                        from time to time 
 Bookbuilding Process                  the accelerated bookbuild process 
                                        run by Canaccord to determine demand 
                                        for participation in the Placing 
                                        by potential Placees at the Issue 
                                        Price 
 CA 2006                               the Companies Act 2006, as amended 
 Canaccord                             Canaccord Genuity Limited, the Company's 
                                        nominated adviser and broker. 
 Canaccord Affiliate                   any subsidiary of Canaccord, any 
                                        branch or associated undertaking 
                                        of Canaccord, any entity controlled 
                                        by Canaccord (control for these 
                                        purposes meaning the power to direct 
                                        or cause the direction of the management, 
                                        policies or activities of a person, 
                                        whether through the ownership of 
                                        securities, by contract or agency 
                                        or otherwise) or any of their respective 
                                        directors, officers, employees, 
                                        agents or advisers 
 City Code                             the City Code on Takeovers and Mergers 
 CJA                                   the Criminal Justice Act 1993 
 Company or Pantheon                   Pantheon Resources plc, incorporated 
                                        and registered in England and Wales 
                                        (with registration number 05385506), 
                                        whose registered office is at 6th 
                                        Floor 60 Gracechurch Street, London, 
                                        United Kingdom, EC3V 0HR 
 CREST                                 the computerised settlement system 
                                        (as defined in the CREST Regulations) 
                                        operated by Euroclear which facilitates 
                                        the holding and transfer of title 
                                        to shares in uncertificated form 
 CREST Regulations                     the Uncertificated Securities Regulations 
                                        2001 (SI 2001 No. 2001/3755) and 
                                        any modification thereof or any 
                                        regulations in substitution thereof 
                                        for the time being in force 
 Directors                             the directors of the Company as 
                                        at the date of this Announcement 
 Euroclear                             Euroclear UK & Ireland Limited, 
                                        a company incorporated in England 
                                        and Wales and the operator of CREST 
 Existing Ordinary Shares              the 502,758,713 Ordinary Shares 
                                        in issue at the date of this Announcement 
 FCA                                   the Financial Conduct Authority 
                                        of the United Kingdom 
 FPO                                   the Financial Services and Markets 
                                        Act 2000 (Financial Promotion) Order 
                                        2005 
 FSMA                                  the Financial Services and Markets 
                                        Act 2000, as amended 
 Fundraise                             the Placing and the Subscription 
 Group                                 the Company and its subsidiaries 
                                        from time to time 
 Issue Price                           31 pence per New Ordinary Share 
 London Stock Exchange                 London Stock Exchange plc 
 MAR                                   the Market Abuse Regulation (EU) 
                                        No 596/2014 and all delegated regulations, 
                                        technical statements and guidance 
                                        relating thereto 
 New Ordinary Shares                   the Placing Shares, the Subscription 
                                        Shares and the Retail Offer Shares 
 Ordinary Shares                       ordinary shares of 1p each in the 
                                        capital of the Company 
 Overseas Shareholder                  holders of Existing Ordinary Shares 
                                        who are neither resident in, nor 
                                        have a registered address in, the 
                                        UK 
 Pantheon Affiliate                    the Company, any subsidiary of the 
                                        Company, any branch, affiliate or 
                                        associated undertaking of any such 
                                        company and any of their respective 
                                        directors, officers and employees 
 Placees                               subscribers for Placing Shares pursuant 
                                        to the Bookbuilding Process 
 Placing                               the proposed placing to institutional 
                                        investors of new Ordinary Shares 
                                        by Canaccord on behalf of the Company 
                                        pursuant to the Bookbuilding Process 
 Placing Agreement                     the agreement dated 19 November 
                                        2020 between the Company and Canaccord 
                                        relating to the Placing 
 Placing Shares                        the number of new Ordinary Shares 
                                        to be issued by the Company at the 
                                        Issue Price pursuant to the Placing 
                                        with the actual number set out in 
                                        the Placing Results Announcement 
 Prospectus Regulation                 EU Prospectus Regulation 2017/1129 
                                        and includes an y relevant implementing 
                                        directive measure in any member 
                                        state 
 Qualified Investors                   as defined in section 86(7) of FSMA, 
                                        being persons falling within the 
                                        meaning of Article 2(e) of the Prospectus 
                                        Regulation 
 Regulatory Information Service        has the same meaning as in the AIM 
                                        Rules 
 Restricted Jurisdiction               each and any of the United States 
                                        of America, Australia, Canada, Japan, 
                                        New Zealand, Russia and the Republic 
                                        of South Africa 
 Securities Act                        the US Securities Act of 1933, as 
                                        amended 
 Shareholders or member                holders of existing Ordinary Shares 
                                        in the Company 
 Subscribers                           Subscribers for the Subscription 
                                        Shares 
 Subscription                          the proposed subscription by certain 
                                        individuals and institutions of 
                                        new Ordinary Shares arranged by 
                                        the Company pursuant to the Subscription 
                                        Agreements 
 Subscription Agreements               the agreements between the Company 
                                        and the Subscribers relating to 

                                        the Subscription 
 Subscription Shares                   new Ordinary Shares to be issued 
                                        by the Company at the Issue Price 
                                        pursuant to the Subscription 
 subsidiary and subsidiary             have the meanings given to them 
  undertaking                           by CA 2006 
 UK or United Kingdom                  the United Kingdom of Great Britain 
                                        and Northern Ireland 
 UK Relevant Persons                   persons in the UK, who have professional 
                                        experience in matters relating to 
                                        investments, being investment professionals 
                                        as defined in Article 19(5) of the 
                                        FPO, or are high net worth companies 
                                        as defined in Article 49(2) of the 
                                        FPO 
 uncertificated or in uncertificated   recorded on the relevant register 
  form                                  of the share or security concerned 
                                        as being held in uncertificated 
                                        form in CREST and title to which, 
                                        by virtue of the CREST Regulations, 
                                        may be transferred by means of CREST 
 US or United States                   the United States of America, its 
                                        territories and possessions, any 
                                        state of the United States of America 
                                        and the district of Columbia and 
                                        all other areas subject to its jurisdiction 
 

GLOSSARY

 
 Bcf     Billion cubic feet 
 Choke   Manifold used to lower the pressure 
          from the well head 
 Mcf/d   Million Cubic Feet per Day 
 Mmbl    Million Barrels (oil reserves) 
 Mmbo    Million Barrels of Oil 
 MMboe   Million Barrels of Oil Equivalent 
 P50     A 50% probability that a stated 
          volume will be equalled or exceeded. 
 

Unless otherwise indicated, all references in this Announcement to "GBP", "GBP", "pounds sterling", "pounds", "sterling", "pence" or "p" are to the lawful currency of the United Kingdom and all references to "$", "US$", "USD" or "US dollars" are to the lawful currency of the United States.

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(END) Dow Jones Newswires

November 19, 2020 12:02 ET (17:02 GMT)