Pantheon Resources PLC
14 September 2026
14 September 2026
Pantheon Resources plc
2026 Interim Results and Corporate Updates
Pantheon Resources plc ("Pantheon" or "the Company"), (AIM: PANR / OTCQX: PTHRF) the oil and gas company developing the Kodiak and Ahpun oil fields on Alaska's North Slope, announces its unaudited interim results for the six months ended 30 June 2026 (the "Period"), together with corporate updates regarding completion of its 2026 seismic reprocessing project, ongoing farm-out discussions and a working capital update.
Operational highlights
· Alaska remains at the forefront of domestic US oil and gas exploration interest, with geopolitical and energy security considerations strengthening Alaska's importance within North American and Asian energy markets.
· Pantheon commenced a comprehensive seismic reprocessing programme for the Kodiak field in February 2026, and the first stage has been completed on schedule and within budget. The new data shows significant improvement, with higher resolution images of the Kodiak basin-floor fan interval, including detailed architecture, reservoir continuity and sand-body distribution as well as other material prospects above and below the primary target interval. In addition, the follow-on Amplitude vs Offset (AVO) seismic analysis conducted by a third-party specialist vendor is consistent with hydrocarbon presence throughout the Kodiak reservoir. These results have significantly increased the Company's confidence in the extent and continuity of the Kodiak resource such that an increase of at least 25% to the Company's existing 2C estimate of recoverable resources for the Kodiak asset, well within the established 3C figure, is expected. This represents a preliminary view by management and the evaluation incorporating the reprocessed seismic data remains ongoing with a formal resource estimate to be released as soon as practicable.[1]
· Since starting a process to identify a farm-out partner in March 2026, Pantheon has attracted strong interest from major, intermediate and independent energy companies, as well as financial investors. There has been a high degree of industry interest with a significant number of counterparties having participated in the process.
· Advanced farm-out discussions continue with ten parties currently active in the data room at various stages of evaluation and negotiation. Pantheon has received one firm proposal, but the Board decided to continue with other negotiations that will likely lead to a better outcome for shareholders. The enhanced seismic data has been made available to all parties participating in the data room. Completion of the seismic reprocessing project is expected to be a positive driver for both the farm-out process and future development planning.
· Management remains focused on preserving liquidity while progressing the farm-out process, seismic reprocessing project and development planning activities. The Company successfully reduced administrative expenses by 22% compared with the same period in 2025. The Company is not contemplating drilling on a standalone basis during the coming Winter season.
· The proposed Alaska LNG Project and its associated gas pipeline continue to represent a significant long-term opportunity for the State of Alaska and Pantheon. While recent political delays have extended timelines, Pantheon continues to anticipate eventual State approval and execution timing consistent with the Company's development needs.
· In January 2026, the Company raised US$10 million and stated at the time that the proceeds, together with existing cash resources, were expected to provide sufficient working capital into the fourth quarter of 2026. The Company has managed its cash resources carefully and now expects its existing resources to support the business through to around year-end. In the absence of a completed farm-out, the Company estimates that it would require approximately US$15 million of additional working capital to support the business through to the end of 2027 and may, from time to time, raise additional working capital as appropriate. The Company has received supportive indications of interest from Oak Securities and several institutional investors regarding potential investment, with IPGL - the family office established by Michael Spencer (Chair of Pantheon) - expected to participate pro-rata in any event.
Financial highlights for the six months ended 30 June 2026
"H1 2025" refers to the six months ended 30 June 2025
· Interim results remain in line with expectations, with available cash guidance until approximately year end.
· Operating loss of $6.1 million (H1 2025: $7.9 million).
· Loss of $9.2 million (H1 2025: Net income of $2.7 million).
· Administrative expenses reduced by 22% to $5.3 million (H1 2025: $6.8 million).
· Share-based payment expense of $0.8 million (H1 2025: $1.2 million) represents the portion of the grant-date fair value of RSUs and share options recognised as an expense during the Period.
· Convertible bonds revaluation of the derivative liability resulted in a loss of $1.1 million (H1 2025: gain of $12.9 million).
· During the Period, the Company raised approximately $10.0 million (before expenses) through an equity placing in January 2026.
· Exploration and evaluation assets increased by $1.7 million, or 0.4%, to $383.3 million at 30 June 2026, compared with $381.6 million at 31 December 2025.
· As of 30 June 2026, management determined that no impairment indicators were present, and therefore no impairment charges were recorded during the Period.
· As at the 30 June 2026, the Company's cash and cash equivalents was $10.2 million (31 December 2025: $24.5 million). The Company's latest cash balance at 11 September 2026, was $5.5 million.
Outlook
· The Company continues to progress farm-out discussions, development planning and resource evaluation activities, with management focused on securing a farm-out partner that reflects the value of the Company's assets and maximises shareholder value.
Max Easley, CEO of Pantheon Resources, commented:
"The completion of our 2026 Kodiak seismic reprocessing project has proved very valuable and yielded extremely positive results. The enhanced data provides greater clarity, greater certainty and likely greater recoverable resources across the Kodiak asset. Access to the newly reprocessed seismic data has generated significant interest and remains an important part of our ongoing farm-out discussions. Participation in the farm-out discussions continues to be strong, with multiple parties actively engaged, and we remain focused on securing a transaction that appropriately reflects the value of our assets."
Michael Spencer, Chair of Pantheon Resources, added:
"I am highly confident in the quality of Pantheon's assets and the significant opportunity ahead. The new seismic data further strengthens our understanding of Kodiak and builds even greater confidence of a near-term development. I am fully assured of management's ability to execute our strategy in the best interests of our shareholders. Our priority is to secure the right strategic partner on the right terms while maintaining financial discipline and positioning the Company to deliver maximum value for shareholders."
Analyst and Investor presentation
Max Easley (Chief Executive Officer), Michael Spencer (Chair), Tralisa Maraj (Chief Financial Officer) and Erich Krumanocker (Chief Development Officer) will host a virtual presentation followed by a Q&A via Investor Meet Company at 5:00pm BST today, Monday September 14 September 2026.
The presentation is open to analysts in addition to all existing and potential shareholders. Questions can be submitted pre-event via the Investor Meet Company dashboard up until 4:00pm BST on Monday 14 September 2026, or at any time during the live presentation.
Investors can sign up to Investor Meet Company for free and add to meet Pantheon Resources Plc via: https://www.investormeetcompany.com/pantheon-resources-plc/register-investor
Investors who already follow Pantheon Resources Plc on the Investor Meet Company platform will automatically be invited.
A recording of the presentation will be made available on the Company's website shortly after the event.
For more information:
|
Pantheon Resources plc Max Easley, Chief Executive Officer Nathan Cherry, SVP, Investor Relations
|
c/o H/Advisors |
|
H/Advisors (Financial PR Adviser) Genevieve Ryan Nick Johnson |
pantheonresources@h-advisors.global +44 (0)79 0308 8779 +44 (0)77 9667 1036 |
|
Canaccord Genuity Limited (Nominated Adviser and Joint Broker) Henry Fitzgerald-O'Connor Charlie Hammond |
+44 20 7523 8000 |
|
Oak Securities (Joint Broker) Jerry Keen |
+44 20 3973 3678 |
About Pantheon Resources
Pantheon Resources plc is an AIM listed Oil & Gas company focused on developing its 100% owned Ahpun and Kodiak fields located on State of Alaska land on the North Slope, onshore USA. Independently certified best estimate contingent recoverable resources attributable to these projects currently total c. 1.6 billion barrels of ANS crude and 6.6 Tcf of associated natural gas. The Company owns 100% working interest in c. 259,000 acres.
The Company's project portfolio has been endorsed by world renowned experts. Netherland, Sewell & Associates estimate a 2C contingent recoverable resource in the Kodiak project that total 1,208 mmbbl of ANS crude and 5,396 bcf of natural gas. Cawley Gillespie & Associates estimate 2C contingent recoverable resources for Ahpun's western topset horizons at 282 mmbbl of ANS crude and 803 bcf of natural gas. Lee Keeling & Associates estimated possible reserves and 2C contingent recoverable resources of 79 mmbbl of ANS crude and 424 bcf natural gas.
For more information visit www.pantheonresources.com.
Resource Disclosure
The Company's estimated uplift in 2C recoverable resources is based on initial interpretation of new seismic data and has not been prepared to the standards of the Petroleum Resource Management System ("PRMS"). A formal resource estimate in accordance with PMRS will be released as soon as practicable.
Vance Hazzard (licensed Petroleum Engineer in the State of Texas and member of Society of Petroleum Engineers), has sufficient experience relevant to the style of mineralisation and type of deposit under consideration, and to the activity which he is undertaking to qualify as a Competent Person in accordance with the guidance note for Mining, Oil & Gas Companies issued by the London Stock Exchange in respect of AIM Companies, which outlines standards of disclosure for mineral projects. Vance Hazzard consents to the inclusion in this RNS of the matters based on his information in the form and context in which it appears.
Glossary
Contingent Resource: Those quantities of petroleum estimated, as of a given date, to be potentially recoverable from known accumulations by application of development projects, but which are not currently considered to be commercially recoverable owing to one or more contingencies.
For Contingent Resources, the general cumulative terms low/best/high estimates are used to estimate the resulting 1C/2C/3C quantities, respectively.
Forward-Looking Statements
This announcement contains certain forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements include statements concerning the Company's plans, objectives, goals, strategies, future operations and performance, and the assumptions underlying or relating to any of the foregoing.
Forward-looking statements may be identified by the use of words and phrases such as "anticipate", "believe", "continue", "could", "estimate", "expect", "intend", "may", "might", "objective", "plan", "potential", "predict", "project", "should", "target", "will" and "would", or similar expressions, including the negative forms thereof, although not all forward-looking statements contain such words or phrases.
These forward-looking statements are based on the Company's current expectations, estimates, forecasts and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are beyond the Company's control. Such factors may cause actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements.
Forward-looking statements contained in this announcement speak only as of the date of this announcement. Except as required by applicable law, regulation, the AIM Rules for Companies or other applicable regulatory requirements, the Company undertakes no obligation publicly to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. No representation or warranty is given as to the achievement or reasonableness of, and no reliance should be placed on, any forward-looking statements.
The information contained within this Announcement is deemed by Pantheon Resources PLC to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 ("MAR").
Operational Review
Alaska context
Geopolitical and energy security considerations continue to strengthen Alaska's importance within North American and Asian energy markets.
Alaska remains at the forefront of domestic US oil and gas exploration interest. The start-up of the Pikka development and recent lease sale activity in the NPR-A area highlights continued high levels of investment and activity across the North Slope.
Pantheon eagerly awaits approval from the Alaska State Legislature regarding the funding and development of the Alaska LNG project and its associated gas pipeline ("the Alaska LNG Project"). This approval is one of the final hurdles before construction could begin on the Alaska LNG Project. When completed, the gas pipeline will deliver multiple benefits to Pantheon as it moves towards production of its oil and gas fields.
The proposed Alaska LNG Project continues to represent a significant long-term opportunity for the State of Alaska and Pantheon Resources. While recent political delays have extended timelines, Pantheon continues to anticipate eventual State approval and execution timing consistent with the Company's development needs.
The planned gas pipeline is routed directly across Pantheon's acreage which would provide a strategic route to market for the Company's gas resources. Pantheon has already secured a gas sales precedent agreement with 8 Star Alaska - a company jointly owned by the Alaska Gasline Development Corporation ("AGDC") and Glenfarne Group - and intends to make full use of the gas pipeline once it is completed and the Company's wells are in production.
2026 Kodiak seismic reprocessing project
In February 2026, Pantheon commenced seismic reprocessing for the up-dip area of the Kodiak field, covering approximately 238 square miles across the northwestern Pantheon lease area. The seismic reprocessing has now been successfully completed on budget and on time, utilising modern and improved processing techniques.
The new data shows significant improvement with higher resolution images of the Kodiak basin-floor fan interval, including detailed architecture, reservoir continuity and sand-body distribution. This will support optimisation of a Kodiak up-dip appraisal well location, where we expect better productivity than previously tested intervals. In addition, the data will be utilised to initiate field development planning in the area surrounding the appraisal well and to confirm additional resource potential in the area above and below the Kodiak reservoir.
Management believes the new dataset significantly increases confidence in the size and quality of the Kodiak resource base and may support future recoverable resource upgrades of at least 25%, from a previously estimated 2C contingent recoverable resource of 1.2 billion barrels of marketable liquids1. This is well within the expected range established by Netherland, Sewell and Associates ("NSAI"), with an upside as high as 2.8 billion barrels, leaving potential for future upgrades as reservoir appraisal activities continue.
The enhanced seismic data has been made available to all parties participating in the data room as part of the farm-out process. Completion of the seismic reprocessing project is expected to be a positive driver for both the farm-out process and future development planning.
Farm-out update
Since Pantheon opened its data room in March 2026, the Company continues to engage in substantive discussions with a significant number of counterparties as part of its ongoing farm-out process, ranging from major multinational energy companies to smaller independents and financial investors.
There has been a high degree of industry interest with a significant number of counterparties having participated in the process. Ten parties currently remain active in the data room at various stages of evaluation and negotiation, and interest continues to grow as Alaska becomes increasingly important to the North American energy mix.
Pantheon received one firm proposal, but the Board chose not to pursue this as it was considered to undervalue Pantheon's assets and was insufficiently attractive for shareholders.
Owing to the complexity of the potential transaction and the range of parties involved, together with the evolving landscape on the Alaska LNG Project, and the recent availability of the improved seismic data, the process remains ongoing with advanced and substantive discussions with a range of counterparties. The Company remains focused on selecting the most complementary partner and securing a transaction that maximises shareholder value.
Operational updates
Consistent with previous guidance, no field activity has been undertaken during 2026 to date. Operational progress during the Period has been focused on completing the Kodiak seismic reprocessing project and supporting the ongoing farm-out process.
Development drilling remains contingent on securing an appropriate farm-out partner and is not currently planned on a standalone basis. Subject to a successful farm-out transaction, the Company would evaluate the timing of a future Kodiak appraisal well in consultation with its partner.
Fiscal prudence
Management remains focused on preserving liquidity while progressing the farm-out process, seismic reprocessing project and development planning activities.
In January 2026, the Company raised US$10 million and stated at the time that the proceeds, together with existing cash resources, were expected to provide sufficient working capital into the fourth quarter of 2026. The Company has managed its cash resources carefully, and now as noted in the Financial Review, it expects its existing cash resources to support the business at least through to the end of 2026.
The Company continues to manage costs carefully and maintain an organisation sized appropriately for current activity levels, with a specialist team of approximately 11 employees. The Company successfully reduced administrative expenses by 22% during the half year compared with the same period in 2025.
The Company continues to evaluate options regarding its 2028 bond maturity.
Future fundraising
The Board considered a capital raise to support a winter drilling programme at Polaris 1 but concluded that prioritising farm-out discussions and achieving a transaction that reflects the full value of the Company's assets would provide the best route to maximising shareholder value.
Consequently, as required, the Company may seek to raise up to US$15 million by end of this calendar year, subject to market conditions, shareholder discussions and progress in closing a farm-out transaction.
Funds raised will be used to support cash requirements through to the end of 2027 to ensure sufficient liquidity to complete the farm-out process and continue development planning in advance of a closed farm-out transaction.
The Company has received supportive indications from Oak Securities and several institutional investors regarding participation in the planned fundraising, with IPGL - the family office established by Michael Spencer (Chair of Pantheon) - expected to participate on a pro-rata basis in any event.
Outlook
The Company continues to progress farm-out discussions, development planning and resource evaluation activities, with management focused on securing a farm-out partner that reflects the value of the Company's assets and maximises shareholder value.
Financial Review
Results for the Period
The interim results are presented in U.S. dollars and as a result all amounts and commentary included herein are represented in U.S. dollars unless otherwise stated. For purposes of this report, the term "H1 2025" refers to the six months ended 30 June 2025.
Six Months Ended 30 June 2026, compared to the Six Months Ended 30 June 2025
The Company reported an operating loss of $6.1 million (H1 2025: $7.9 million). The reduction in loss was primarily driven by a reduction in administrative expenses of $1.5 million and non-cash share-based compensation expense of $0.3 million.
The loss for the period was $9.2 million (H1 2025: Net income of $2.7 million). The net income for the prior period is largely as a result of a non-cash gain arising from the revaluation of the derivative liability associated with the SHK Convertible Bond which the Company secured in March 2025. The increase in the loss for the period is a result of the following:
· decrease in operating loss of $1.8 million;
· increase in interest income of $0.3 million;
· offset by non-cash gain for the revaluation of the bond derivative liabilities of $14.0 million.
Administrative expenses were $5.3 million for the period (H1 2025: $6.8 million). The decrease of $1.5 million was a result of the reduction in employee costs, accounting services, legal expenses and other third-party technical services.
Share-based payment expense of $0.8 million for the period (H1 2025: $1.2 million) represents the portion of the grant-date fair value of RSU's and share options expensed. RSU's and share options are measured at fair value at the grant date, excluding the effect of non-market-based vesting conditions, with the resulting expense recognized over the applicable vesting period based on the Company's estimate of the number of awards expected to vest.
Accordingly, the expense recognized during the period primarily relates to the ongoing recognition of RSUs and share options granted to officers and employees in both the current and prior periods, including the impact of the voluntary surrender of previously granted share options by certain members of Management in June 2026 and by the former Executive Chairman in March 2026.
Convertible bonds - the revaluation of the derivative liability resulted in a loss of $1.1 million for the six months ended 30 June 2026 (H1 2025: gain of $12.9 million).
The movement is a result of:
1. The repayment of the Heights Convertible Bond in December 2025, for which there was no associated derivative liability requiring revaluation at 30 June 2026.
2. The fair value movement on the derivative liability associated with the SHK Convertible Bond at 30 June 2026 which is impacted by movements in the Company's share price. The Share price was 23.35 pence at 30 June 2025 compared to 13.29 pence at 30 June 2026.
Cash Flow and Liquidity
During the Period, the Company raised approximately $10.0 million (before costs) through an equity placing.
Net cash outflows (use of funds) were primarily attributable to:
· Ongoing technical, appraisal and planning activities;
· Payment of lease rental;
· Payment of bond interest associated with the SHK Convertible bond; and
· Corporate and administrative costs.
Exploration and Evaluation assets
Exploration and evaluation assets represent the historical costs associated with acquiring, maintaining and evaluating the Company's Alaska leases and exploration and appraisal activities. Exploration and evaluation assets increased by $1.7 million, or 0.4%, to $383.3 million at 30 June 2026, compared with $381.6 million at 31 December 2025.
The increase was primarily attributable to capitalized exploration and appraisal expenditure related to the Company's oil and gas assets on the Alaska North Slope. During the six month period, the capitalized expenditures consisted of:
· $0.6 million for lease rental payments;
· $1.1 million for other leasehold and well costs.
The Company also assesses at the end of each reporting period whether there is any indication that an asset may be impaired. As of 30 June 2026, management determined that no impairment indicators were present, and therefore no impairment charges were recorded during the period.
Cash and Cash Equivalent
As at 30 June 2026, the Company's cash and cash equivalents were $10.2 million (31 December 2025: $24.5 million). The Company's latest cash balance at 11 September 2026, was $5.5 million. For details of use of funds, refer to cash flow.
Trade and other payables
Trade and other payables decreased by $16.9 million, or 89.0%, to $2.1 million at 30 June 2026, compared with $19.0 million at 31 December 2025. This decrease is primarily related to the settlement of costs related to the drilling of Dubhe-1 well during the period. Management expects trade and other payables to continue to fluctuate in line with the level and timing of its operational activities.
Equity
Share capital increased by approximately $1.5 million to $25.5 million at 30 June 2026, compared with $24.0 million at 31 December 2025, while share premium increased by approximately $8.0 million to $432.4 million, compared with $424.4 million at 31 December 2025. The increases were primarily attributable to equity financing of $10.0 million (before costs) completed during the period, through which the Company issued new ordinary shares to raise capital to support its operational and development activities and general corporate costs.
The share-based payment reserve increased by approximately $0.8 million to $20.4 million at 30 June 2026, compared with $19.6 million at 31 December 2025. The share-based payment reserve reflects the cumulative amount recognized in respect of RSUs and share options granted under the Company's equity incentive plans. The increase during the period primarily reflects the $0.8 million of share-based payment expense recognized in the condensed consolidated statement of comprehensive income, with a corresponding increase recorded in the share-based payment reserve.
Principal risks and uncertainties
The principal risks and uncertainties which could impact the Company remain consistent with those disclosed in the Strategic Report within the Annual Report for the period ended 30 June 2025.
Subsequent Events
The Company has considered events occurring after the reporting date and up to the date of approval of these interim unaudited condensed consolidated financial statements and have determined that there are no adjusting or non-adjusting events requiring disclosure in accordance with IAS 10, Events after the Reporting Period.
PANTHEON RESOURCES PLC
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 JUNE 2026
__________________________________________________________________________________
|
Six months ended 30 June 2026 (unaudited) |
Six months ended 30 June 2025 (unaudited) |
Year ended 31 December 2025 (unaudited)* |
||
|
|
$ |
$ |
$ |
|
|
Revenue |
|
- |
- |
- |
|
Cost of sales |
|
- |
- |
- |
|
Gross profit |
|
- |
- |
- |
|
|
|
|||
|
Administration expenses |
(5,274,251) |
(6,790,459) |
(12,733,709) |
|
|
Share based payment expense |
(842,005) |
(1,185,463) |
(2,211,509) |
|
|
Operating loss |
(6,116,256) |
(7,975,922) |
(14,945,218) |
|
|
Interest expense - convertible bonds and right of use asset |
(2,653,313) |
(2,647,789) |
(5,368,857) |
|
|
Convertible bonds - impact of partial early repayment |
- |
(9,093) |
(3,478,510) |
|
|
Convertible bonds - revaluation of derivative liability |
(1,078,382) |
12,896,151 |
16,730,286 |
|
|
Interest income |
683,918 |
403,513 |
674,051 |
|
|
(Loss)/income before taxation |
(9,164,033) |
2,666,860 |
(6,388,248) |
|
|
Taxation |
- |
- |
- |
|
|
(Loss)/income for the period |
(9,164,033) |
2,666,860 |
(6,388,248) |
|
|
|
|
|
|
|
|
Other comprehensive (loss)/income for the period |
|
|
|
|
|
Exchange differences from translating foreign operations |
221,815 |
(419,567) |
(1,106,102) |
|
|
Total comprehensive (loss)/income for the period |
(8,942,218) |
2,247,293 |
(7,494,350) |
|
|
Basic and diluted (loss)/earnings per share |
(0.64)¢ |
0.23¢ |
(0.52)¢ |
|
|
*This reporting is for transition purposes only (see Note 2). |
||||
PANTHEON RESOURCES PLC
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2026
_____________________________________________________________________________________
|
|
|
|
|
|
|
||||||||
|
Share capital |
Share premium |
Retained losses |
Currency reserve |
Share based payment reserve |
Total equity
|
||||||||
|
$ |
$ |
$ |
$ |
$ |
$ |
||||||||
|
|
|||||||||||||
|
At 31 December 2025 |
23,938,803 |
424,434,396 |
(98,595,408) |
(4,222,503) |
19,557,423 |
365,112,711 |
|||||||
|
Loss for the period |
- |
- |
(9,164,033) |
- |
- |
(9,164,033) |
|||||||
|
Other comprehensive loss: Foreign currency translation |
- |
- |
- |
221,815 |
- |
221,815 |
|||||||
|
Total comprehensive loss for the period |
- |
- |
(9,164,033) |
221,815 |
- |
(8,942,218) |
|||||||
|
Transactions with owners |
|||||||||||||
|
Capital raising |
|||||||||||||
|
Issue of shares |
1,512,539 |
8,487,461 |
- |
- |
- |
10,000,000 |
|||||||
|
Cost of share issue |
- |
(521,108) |
- |
- |
- |
(521,108) |
|||||||
|
Total transactions with owners |
1,512,539 |
7,966,353 |
- |
- |
- |
9,478,892 |
|||||||
|
Options and warrants |
|||||||||||||
|
Options issued |
- |
- |
- |
- |
842,005 |
842,005 |
|||||||
|
Total options and warrants |
- |
- |
- |
- |
842,005 |
842,005 |
|||||||
|
Balance at 30 June 2026 |
25,451,342 |
432,400,749 |
(107,759,441) |
(4,000,688) |
20,399,428 |
366,491,390 |
|||||||
PANTHEON RESOURCES PLC
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2026
_____________________________________________________________________________________
|
Share |
Share |
Retained |
Currency |
Share |
Total |
||||||
|
capital |
premium |
losses |
reserve |
based payment reserve |
equity |
||||||
|
$ |
$ |
$ |
$ |
$ |
$ |
||||||
|
At 31 December 2024 |
15,437,332 |
369,897,732 |
(92,207,160) |
(3,116,401) |
17,345,914 |
307,357,417 |
|||||
|
Income (Loss) for the period |
- |
- |
2,666,860 |
- |
- |
2,666,860 |
|||||
|
Other comprehensive loss: Foreign currency translation |
- |
- |
- |
(419,567) |
- |
(419,567) |
|||||
|
Total comprehensive income (loss) for the period |
- |
- |
2,666,860 |
(419,567) |
- |
2,247,293 |
|||||
|
Transactions with owners |
|||||||||||
|
Convertible bond |
|||||||||||
|
Issue of shares - amortization |
46,333 |
2,550,459 |
2,596,792 |
||||||||
|
Total transactions with owners |
46,333 |
2,550,459 |
- |
- |
- |
2,596,792 |
|||||
|
Options and warrants |
|||||||||||
|
Options issued |
- |
- |
- |
- |
1,185,463 |
1,185,463 |
|||||
|
Total options and warrants |
- |
- |
- |
- |
1,185,463 |
1,185,463 |
|||||
|
Balance at 30 June 2025 |
15,483,665 |
372,448,191 |
(89,540,300) |
(3,535,968) |
18,531,377 |
313,386,965 |
|||||
PANTHEON RESOURCES PLC
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2026
_____________________________________________________________________________________
|
Share |
Share |
Retained |
Currency |
Share |
Total |
|
|
capital |
premium |
losses |
reserve |
based payment reserve |
equity |
|
|
$ |
$ |
$ |
$ |
$ |
$ |
|
|
|
||||||
|
At 31 December 2024 |
15,437,332 |
369,897,732 |
(92,207,160) |
(3,116,401) |
17,345,914 |
307,357,417 |
|
Loss for the period |
- |
- |
(6,388,248) |
- |
- |
(6,388,248) |
|
Other comprehensive loss: Foreign currency translation |
- |
- |
- |
(1,106,102) |
- |
(1,106,102) |
|
Total comprehensive loss for the period |
- |
- |
(6,388,248) |
(1,106,102) |
- |
(7,494,350) |
|
Transactions with owners |
|
|
|
|
|
|
|
Capital raising |
|
|
|
|
|
|
|
Issue of shares |
8,129,506 |
41,255,624 |
- |
- |
- |
49,385,130 |
|
Cost of share issue |
- |
(2,100,000) |
- |
- |
- |
(2,100,000) |
|
Convertible bond |
||||||
|
Issue of shares - amortisation |
371,965 |
15,381,040 |
- |
- |
- |
15,753,005 |
|
Total transactions with owners |
8,501,471 |
54,536,664 |
- |
- |
- |
63,038,135 |
|
Options and warrants |
||||||
|
Options issued |
- |
- |
- |
- |
2,211,509 |
2,211,509 |
|
Total options and warrants |
- |
- |
- |
- |
2,211,509 |
2,211,509 |
|
Balance at 31 December 2025 |
23,938,803 |
424,434,396 |
(98,595,408) |
(4,222,503) |
19,557,423 |
365,112,711 |
PANTHEON RESOURCES PLC
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2026
___________________________________________________________________________________
|
30 June 2026 (unaudited) |
30 June 2025 (audited) |
31 December 2025 (unaudited) |
||
|
ASSETS |
$ |
$ |
$ |
|
|
Exploration and evaluation assets |
383,326,130 |
337,404,823 |
381,561,854 |
|
|
Property, plant & equipment |
207,395 |
63,437 |
264,232 |
|
|
Restricted financial deposit |
3,841,277 |
3,400,000 |
3,769,350 |
|
|
387,374,802 |
340,868,260 |
385,595,436 |
||
|
Current assets |
||||
|
Prepaid expenses |
425,094 |
1,130,516 |
559,184 |
|
|
Cash and cash equivalents |
10,175,380 |
13,219,606 |
24,479,332 |
|
|
Inventory |
579,019 |
- |
478,232 |
|
|
Cash and cash equivalents - restricted |
- |
9,782,773 |
- |
|
|
11,179,493 |
24,132,895 |
25,516,748 |
||
|
Total assets |
|
398,554,295 |
365,001,155 |
411,112,184 |
|
LIABILITIES AND EQUITY |
||||
|
Non-current liabilities |
||||
|
Lease liabilities |
200,760 |
26,949 |
200,760 |
|
|
Asset retirement obligations |
8,745,400 |
8,386,400 |
8,745,400 |
|
|
Convertible bond - debt |
19,289,492 |
19,300,844 |
17,372,611 |
|
|
Convertible bond - derivative |
1,681,843 |
4,437,596 |
603,460 |
|
|
29,917,495 |
32,151,789 |
26,922,231 |
||
|
Current liabilities |
||||
|
Convertible bond - debt |
- |
8,971,050 |
- |
|
|
Trade and other payables |
2,116,144 |
10,449,271 |
18,992,371 |
|
|
Lease liabilities |
29,266 |
42,080 |
84,871 |
|
|
2,145,410 |
19,462,401 |
19,077,242 |
||
|
EQUITY |
||||
|
Capital and reserves |
||||
|
Share capital |
25,451,342 |
15,483,665 |
23,938,803 |
|
|
Share premium |
432,400,749 |
372,448,191 |
424,434,396 |
|
|
Retained losses |
(107,759,441) |
(89,540,300) |
(98,595,408) |
|
|
Currency reserve |
(4,000,688) |
(3,535,968) |
(4,222,503) |
|
|
Share based payment reserve |
20,399,428 |
18,531,377 |
19,557,423 |
|
|
Shareholders' equity |
366,491,390 |
313,386,965 |
365,112,711 |
|
|
Total liabilities and shareholder's equity |
|
398,554,295 |
365,001,155 |
411,112,184 |
PANTHEON RESOURCES PLC
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 30 JUNE 2026
___________________________________________________________________________________
|
|
|
6 months ended 30 June 2026 (unaudited) |
6 months ended 30 June 2025 (unaudited) |
Year ended 31 December 2025 (unaudited)* |
|
|
|
$ |
$ |
$ |
|
|
||||
|
Net outflow from operating activities |
(5,705,751) |
(4,323,117) |
(11,376,890) |
|
|
Cash flows from investing activities |
||||
|
Interest received |
683,918 |
403,513 |
674,051 |
|
|
Financial investments -Certificate of deposit(s) |
(71,927) |
(1,392,142) |
(1,761,492) |
|
|
Funds used for drilling, exploration and leases |
(17,920,979) |
(20,427,382) |
(55,408,987) |
|
|
Net cash outflow from investing activities |
(17,308,988) |
(21,416,011) |
(56,496,428) |
|
|
|
||||
|
|
||||
|
Cash flows from financing activities |
||||
|
Proceeds from share issues |
10,000,000 |
- |
46,249,996 |
|
|
Financial investments - fixed term cash deposit |
- |
(9,782,773) |
- |
|
|
Issue costs paid in cash |
(521,108) |
- |
(1,922,852) |
|
|
Issue of unsecured convertible bond |
- |
34,468,500 |
34,468,500 |
|
|
Repayment of borrowing - unsecured convertible bonds |
(712,500) |
(3,010,000) |
(3,726,000) |
|
|
Repayment of borrowing - leasing liabilities |
(55,605) |
(27,077) |
(27,078) |
|
|
Net cash inflow from financing activities |
8,710,787 |
21,648,650 |
75,042,566 |
|
|
|
||||
|
|
||||
|
(Decrease)/Increase in cash & cash equivalents |
(14,303,952) |
(4,090,478) |
7,169,248 |
|
|
Cash and cash equivalents at the beginning of the period |
24,479,332 |
17,310,084 |
17,310,084 |
|
|
Cash and cash equivalents at the end of the period |
|
10,175,380 |
13,219,606 |
24,479,332 |
*This reporting is for transition purposes only (see Note 2).
PANTHEON RESOURCES PLC
RECONCILIATION OF LOSS FOR THE PERIOD TO NET CASH INFLOW (OUTFLOW) FROM OPERATING ACTIVITIES
FOR THE PERIOD ENDED 30 JUNE 2026
___________________________________________________________________________________
|
|
6 months ended 30 June 2026 (unaudited) |
6 months ended 30 June 2025 (unaudited) |
Year ended 31 December 2025 (unaudited)* |
|
|
$ |
$ |
$ |
|
|
|||
|
(Loss)/Income for the period |
(9,164,033) |
2,666,860 |
(6,388,248) |
|
Net interest received |
(683,918) |
(403,513) |
(674,051) |
|
Share based compensation expense |
842,005 |
1,185,463 |
2,211,509 |
|
Depreciation of ROU assets |
56,837 |
23,948 |
56,251 |
|
Interest expense - convertible bond and ROU |
2,653,313 |
2,647,789 |
5,368,857 |
|
Convertible bond - revaluation of derivative liability |
1,078,382 |
(12,896,151) |
(16,730,286) |
|
Convertible bonds - impact of partial early repayment |
- |
9,093 |
3,478,510 |
|
Decrease in prepaids |
134,090 |
1,875,254 |
2,008,921 |
|
Increase in inventory |
- |
- |
(478,231) |
|
(Decrease)/Increase in trade and other payables |
(317,018) |
456,140 |
(1,605,763) |
|
Effect of translation differences |
(305,409) |
112,000 |
1,375,641 |
|
Net cash outflow from operating activities *This reporting period is for transition purposes only (see Note 2). |
(5,705,751) |
(4,323,117) |
(11,376,890) |
PANTHEON RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2026
__________________________________________________________________________________
1. General information
Pantheon Resources, Plc was listed on the London Stock Exchange's AIM in 2006 ("AIM"). Pantheon, through its subsidiaries, has a 100% working interest in oil projects located onshore Alaska, USA. The Entity is domiciled in the United Kingdom and incorporated and registered in England and Wales, with registration number 05385506.
As used in these financial statements, the terms "Company", "Consolidated", and "Group" each mean Pantheon Resources Plc and its Controlled Entities.
2. Statement of accounting policies
The interim unaudited condensed consolidated financial statements have been prepared on a going concern basis using the historical cost convention with the exception of certain items which are measured at fair value and in accordance with the U.K. Adopted International Accounting Standards ("IAS") and in accordance with the provisions of the Companies Act 2006. These interim unaudited condensed consolidated financial statements are prepared in accordance with IAS 34 "Interim Financial Reporting".
These accounting policies are the same as those set out in the company's Annual Report and Financial Statements for the year ending 30 June 2025, which are available from the registered office or the company's website (www.pantheonresources.com).
The interim unaudited condensed consolidated financial statements are presented in U.S. dollars and is unaudited. The interim financial information does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006.
The material accounting policies adopted in preparing the interim unaudited condensed consolidated financial statements are stated to assist in a general understanding of the financial report. These policies have been consistently applied to all the years presented, unless otherwise indicated.
Basis of consolidation
Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are deconsolidated from the date that control ceases. The purchase method of accounting is used to account for the acquisition of subsidiaries by the Company. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued, and liabilities incurred or assumed at the date of exchange. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Company's share of the identifiable net assets acquired is recorded as goodwill. Goodwill arising on acquisitions is capitalized and subject to impairment review, both annually and when there are indications that the carrying value may not be recoverable.
Inter-company transactions, balances and unrealized gains on transactions between companies are eliminated.
All the companies over which Pantheon have control apply, where appropriate, the same accounting policies as the Company.
Change of Financial Year End
In April 2026, the Company changed its financial year end from 30 June to 31 December. Accordingly, these unaudited interim unaudited condensed consolidated financial statements have been prepared for the six month period ended 30 June 2026. For comparative reporting purposes only, these interim unaudited condensed consolidated financial statements include statements for the year ended 31 December 2025.
As a result of the change in financial year end, the Company's next annual financial statements will cover the 18-month period ending 31 December 2026, and are expected to be published by 30 June 2027, in accordance with the AIM Rules for Companies.
Going concern
The interim unaudited condensed consolidated financial statements have been prepared on the going concern basis. The Company incurred a loss for the interim period ended 30 June 2026, and, as of that date, the Company had a cash balance of approximately $10.2 million.
The interim unaudited condensed consolidated financial statements have been prepared on the going concern basis, which contemplates the continuity of normal business activity and the realization of assets and settlement of liabilities in the normal course of business.
In arriving at this position, the directors have taken into consideration the following:
· the Company's financial position and forecasted cash flow for the 12 months from the date of approval of these interim unaudited condensed consolidated financial statements. Based on current forecasts, the Company is expected to have sufficient working capital through end of the calendar year and will need to secure additional funding to meet operating expenditures, general corporate costs, and other obligations as they fall due. The magnitude and timing of any funding requirement will also depend on the Company's 2027 work programme.
· the ability of the Company to obtain funding through various sources. When accessing additional capital, the Company's objective is to do so, where practicable, in a manner that minimizes shareholder dilution. The Company expects to continue to pursue a range of funding initiatives, in order of preference: strategic farm-out opportunities, equity issuance and third-party debt facilities, and, when feasible, reserves-based lending;
· the Company, if necessary, could reduce costs in order to minimize its working capital requirements; and
· The Directors have reasonable expectations that they will be able to raise additional funding needed for the Group to continue to execute against its milestones in the twelve months to date of the approval of the interim unaudited condensed consolidated financial statements.
Should the Company not be able to achieve the matters set out above, there is a significant uncertainty related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern, and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business.
Foreign currency translation
(i) Functional and presentational currency
The interim unaudited condensed consolidated financial statements are presented in U.S. dollars, the currency which the Company has elected to use as its presentational currency. Items included in the financial statements of each of the Company's entities are measured using the currency of the primary economic environment in which the entity operates ("functional currency"). The Functional currency of all entities within the Company excluding the Parent Company, is $USD. The Functional currency of the Parent Company is £GBP.
(ii) Transactions and balances
Transactions in foreign currencies are translated into U.S. dollars at the spot rate. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the balance sheet date. The resulting exchange gain or loss is dealt with in the income statement. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rate at the date when the fair value was determined.
Exchange gains and losses arising from translation are charged to the income statement as an operating item. The asset and liabilities of the Parent Company are translated into U.S. dollars at the rates of exchange ruling at the year end. Exchange differences resulting from the retranslation of currencies are treated as movements on reserves. The results of the Parent Company are translated into U.S. dollars at the average rates of exchange during the year.
Cash and cash equivalents
Cash and cash equivalents comprise cash and term deposits with an initial maturity of less than three months. The restricted cash balance represented amounts that was restricted for use under terms of the SHK convertible bond agreement which required sufficient funds be held in escrow to offset the principal balance of the Heights convertible bond obligation. With the repayment of the Heights Bond in December 2025, the company requested the release of funds from escrow.
Restricted financial deposit
The Company has a number of certificate of deposits and a cash deposit totalling $3.8 million for the period ended 30 June 2026 (30 June 2025: $3.4 million) which are pledged as security for future obligations to the State of Alaska for the Company to perform abandonment and restoration activities in relation to specific E&E assets.
Deferred taxation
Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax basis of assets and liabilities and their carrying amounts in the financial statements. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and expected to apply when the related deferred tax is realized, or the deferred liability is settled.
Deferred tax assets are recognized to the extent that it is probable that the future taxable profits will be available against which the temporary differences can be utilized.
Recoverability of deferred tax assets - Deferred tax assets, including those arising from unutilized tax losses, require management to assess the likelihood that the Company will generate sufficient taxable profits in future periods, in order to utilize recognized deferred tax assets. There is no critical estimation uncertainty at the end of the reporting period.
Exploration and evaluation costs and developed oil and gas properties
The Company follows the 'successful efforts' method of accounting for exploration and evaluation costs. At the point of production, all costs associated with oil, gas and mineral exploration and investments are classified into and capitalized on a 'cash generating unit' ("CGU") basis, in accordance with IAS 36. Costs incurred include appropriate technical and administrative expenses but not general corporate overheads. If an exploration project is successful, the related expenditures will be transferred to Developed Oil and Gas Properties and amortized over the estimated life of the commercial reserves on a 'unit of production' basis.
The recoverability of all exploration and evaluation costs is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of the reserves and future profitable production or proceeds from the disposition thereof. The Company assesses at the end of each reporting period whether there is any indication that an asset may be impaired. If any such indication exists, the entity shall estimate the recoverable amount of the asset. The prospect acreage has been classified into discrete "projects" or, upon production, CGUs. When production commences the accumulated costs for the specific CGU is transferred from intangible fixed assets to tangible fixed assets i.e., 'Developed Oil & Gas Properties' or 'Production Facilities and Equipment', as appropriate. Amounts recorded for these assets represent historical costs and are not intended to reflect present or future values.
In accordance with IFRS 3, Business Combinations, exploration assets acquired as part of a business acquisition, and hence combination, are recorded at their fair value as opposed to the fair value of the consideration paid.
Other property, plant and equipment
Other property, plant and equipment are stated at historical cost less depreciation. Depreciation is provided at rates calculated to write-off the costs less estimated residual value of each asset over its estimated useful life as follows:
Office equipment is depreciated by equal annual instalments over their expected useful lives, being 3 years.
Impairment of exploration costs and developed oil and gas properties, depreciation of
assets, plug & abandonment and goodwill
In accordance with IFRS 6 'Exploration for and Evaluation of Mineral Resources' ("IFRS 6"), exploration and evaluation assets are reviewed for indicators of impairment. Should indicators of impairment be identified, an impairment test is performed.
In accordance with IAS 36, the Company is required to perform an "impairment test" on assets when the assessment of specific facts and circumstances indicate there may be an indication of impairment,
specifically, to ensure that the assets are carried at no more than their recoverable amount. The Company
also assesses at the end of each reporting period whether there is any indication that an asset may
be impaired. Where an impairment test is required, any impairment loss is measured, presented
and disclosed in accordance with IAS 36. In accordance with IAS 36, the Company has determined an
accounting policy for allocating exploration and evaluation assets to specific CGU where applicable.
Exploration and evaluation costs - The Alaskan exploration and evaluation leasehold assets were subject to a fair value assessment as at the date of acquisition. The carrying value at 30 June 2026, represents the cost of acquisition plus any fair value adjustment, where appropriate, and subsequent capitalized costs, in accordance with U.K. adopted IAS.
Decommissioning Costs - Decommissioning costs will be incurred by the Company at the end of the operating life of some of the Company's facilities and properties. The Company assesses its decommissioning provision at each reporting date. The ultimate decommissioning costs are uncertain and cost estimates can vary in response to many experiences at other production sites. The expected timing, extent and amount of expenditure may also change, for example, of new restoration techniques or experience at other production sites. The expected timing, extent and amount of expenditure may also change - for example, in response to changes in reserves or changes in laws and regulations or their interpretation. Therefore, significant estimates and assumptions are made in determining the provision for decommissioning. As a result, there could be significant adjustments to the provisions established which would affect future financial results. The provision at the reporting date represents management's best estimate of the present value of the future decommissioning costs required.
For all wells the Company has adopted a Decommissioning Policy in which all decommissioning costs
are recognized when a well is either completed, abandoned, suspended or a decision is taken that the well will likely be plugged and abandoned in due course. For completed or suspended wells, the
decommissioning charge is provided for and subsequently depleted over the useful life of the well using
the unit of production method.
Financial instruments
Recognition and derecognition - Financial assets and financial liabilities are recognized when the
Company becomes a party to the contractual provisions of the financial instrument.
Financial assets - Financial assets, if, where applicable, are derecognized when the contractual rights
to the cash flows from the financial asset expires, or when the financial asset and substantially all the
risks and rewards are transferred.
Financial liabilities - Financial liabilities are initially measured at fair value, and, where applicable,
adjusted for transaction costs unless the Group designated a financial liability at fair value through
profit or loss. Subsequently, financial liabilities are measured at amortized cost using the effective
interest method except for derivatives and financial liabilities designated which are carried
subsequently at fair value with gains or losses recognized in profit or loss. Financial liabilities are
derecognized when it is extinguished, discharged, cancelled or expires.
Classification and measurement of financial assets - Receivables held under a hold to collect business
model, are stated at amortized cost. Receivables held under a hold to sell business model, which are
expected to be sold via a non-recourse factoring arrangement, are separately classified at fair value
through profit or loss, within trade and other receivables.
Classification and measurement of financial liabilities - The Company's financial liabilities include
borrowings (unsecured convertible bond debt), trade and other payables and embedded derivative
financial instruments.
Embedded derivative financial instruments - Borrowing arrangement structured as unsecured
convertible bonds repayable which includes repayment in stock, in addition to the right of the lender
to voluntarily convert part or all of the outstanding principal prior to the maturity date of the bond,
has a derivative embedded in the instrument. This is considered to be a separable embedded derivative
of the loan instrument. At the date of issue, the fair value modelling of the fixed and floating legs to
determine a repayment schedule and derive a net present value for the forward contract embedded
derivative. This amount is recognized separately as a financial liability or financial asset and measured
at fair value through the income statement. The residual amount of the loan is then recorded as a
liability on an amortized cost basis using the effective interest method until extinguished upon
conversion of all the instrument's maturity date.
Expected Credit Loss Model- IFRS 9 requires that credit losses on financial assets are measured and
recognized using the "expected credit loss" ("ECL") approach. Other than cash, the only other financial
assets held is $3.8 million held in certificates of deposit pledged as security deposits to the State of Alaska. Funds held by the State of Alaska are considered to have virtually no risk of credit loss.
Leases
All contracts entered into by the Company are assessed to determine if they are either a lease contract
or contains a lease contract. Where a lease is identified, the Company recognizes a right of use asset
and a corresponding liability with respect to all lease arrangements in which it is a lessee. There are
three key evaluations in determining a lease contract:
I. The contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified at the time the asset is made available to the Company.
II. The Company has the right to obtain substantially all of the economic benefits from use of the identified assets throughout the period of use, considering rights within the defined scope of the contract.
III. The Company has the right to direct the use of the identified asset throughout the period of use.
Lease liabilities are initially measured at the discounted present value of all future lease payments,
excluding prepayments made up to and including the commencement date of the lease. The discount
rate used is either the rate implicit in the lease, or if that is not readily determined, the incremental
borrowing rate. The lease liability is presented as a separate line item in the balance sheet. Subsequent
measurement of the lease liability includes increases to the carrying amount of the liability to reflect the
interest on the lease liability (using the effective interest method) and by reducing the carrying amount
for the lease payments made. The Company remeasures the lease liability (and makes a corresponding
adjustment to the related right-of-use asset) whenever:
I. There is a change in the lease term. In such cases the lease liability is remeasured by discounting the revised lease payments using the revised discount rate.
II. Change of lease payments (due to changes in the reference index or rate) or any changes in expected payments under a guaranteed residual value.
III. In such instances the lease liability is remeasured using unchanged discount rates; a revised discount rate is used where the lease payments are changed due to a change in a floating interest rate.
IV. Where a lease modification is not accounted for as a separate lease. In such a case the lease liability is remeasured based on the modified lease term, using the revised discount rate at the date of the modification.
The initial carrying value of right-of-use assets consists of:
· The corresponding lease liability,
· All and any prepayments prior to the lease commencement,
· Less: Any lease incentive received by the lessee,
· Less: Any initial direct costs incurred by the lessee.
Right-of-use assets are depreciated on a straight-line basis over the shorter period of lease term and
useful life of the underlying asset. The depreciation starts at the commencement date of the lease. The
asset is subsequently measured at initial carrying value less accumulated depreciation and impairment
losses.
Where an impairment indicator has been identified, an impairment test is conducted. In assessing
whether an impairment is required, the carrying value of the asset is compared with its recoverable
value. The recoverable amount is the higher of the assets fair value less the costs to sell and value in
use.
Critical accounting estimates and judgements
The preparation of financial statements in conformity with U.K. adopted International Accounting
Standards require the use of accounting estimates and assumptions that affect the reported amounts
of assets and liabilities at the date of the financial statements and the reported amounts of income and
expenses during the reporting period. Although those estimates are based on management's best
knowledge of current events and actions, actual results ultimately may differ from those estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to the accounting
estimates are recognized in the period in which the estimate is revised and in any future periods affected.
IFRS also requires management to exercise its judgement in the process of applying the Company's
accounting policies.
The areas involving a higher degree of judgement or complexity, or areas where assumptions and
estimates are significant to the financial statements are as follows:
Impairment of tangible and intangible exploration and evaluation assets
The first stage of the impairment process is the identification of an indicator of impairment. Such
indications can include significant geological or geophysical information which may negatively impact
the existing assessment of a project's potential for recoverability (regional to the Alaska North Slope,
or more localized to the leases held by the Company or by specific data relating to the Company's
projects), significant reductions in estimates of resources (via third-party derived analysis or internally
developed analysis), significant falls in commodity prices, a significant revision of Company Strategy
or of the plan for the development of a field, operational issues which may require significant capital
expenditure to remediate, environmental, political or regulatory impacts and others. This list is not
exhaustive, and management judgement is required to decide if an indicator of impairment exists. The
Company regularly assesses the tangible and non-tangible assets for indicators of impairment. When an
impairment indicator exists an impairment test is performed. Next, the recoverable amount of the asset,
being the higher of the asset's fair value less costs to sell and value in use, is compared to the asset's
carrying value. Any excess of the asset's carrying value over its recoverable amount is expensed to the
income statement.
Contingent liabilities
Pursuant to IAS 37, a contingent liability is either (1) a possible obligation arising from past events
Whose existence will be confirmed only by the occurrence or non-occurrence of some uncertain future
event not wholly within the entity's control, or (2) a present obligation that arises from a past event but
is not recognized because either: (i) it is not probable that an outflow of resources embodying economic
benefits will be required to settle the obligation, or (ii) the amount of the obligation cannot be measured
with sufficient reliability.
Share-based payments
Our long-term incentive plans provide for the grant of various forms of share-based awards to our
directors, officers and other eligible employees under which our Board of Directors may grant to
employees share-based awards including restricted stock units and stock options.
Stock Options
The cost of equity-settled share-based payment arrangements is measured at the grant date by reference
to the fair value of the options granted.
Grant-date fair value is determined using an appropriate option valuation model. As of the date of grant
the options are valued using the Monte Carlo approach to obtain the fair value. There is no requirement
to remeasure the fair value subsequent to the date of grant.
In measuring fair value, vesting conditions other than market conditions are not taken into account.
Market conditions (i.e., condition linked to the Company's share price), where applicable, are reflected
in the grant-date fair value of the options. Non-vesting conditions (e.g., service conditions and non
market performance conditions), where applicable, are also reflected in the grant-date measurement
and/or in the number of options expected to vest.
The cost of the share option grants is recognized as an employee expense, with a corresponding increase
in equity over the vesting period.
The cumulative expense recognized at each reporting date up to the vesting date reflects:
· The extent to which the vesting period has expired; and
· The Company's best estimate of the number of options that will ultimately
vest, based on the assessment of non-market vesting conditions (e.g., service conditions and non-market performance conditions).
The expense recognized in the income statement for the period represents the movement in the
cumulative expense recognized at the beginning and end of the period.
No amount is ultimately recognized for share option grants that do not vest as a result of failure
to satisfy service conditions or non-market performance conditions, and any previously recognized
expense is reversed. Share option grants with market conditions do not result in a reversal of expense
if the market condition is not satisfied, provided that the relevant service is received in accordance
with the vesting terms.
Where share option grants are cancelled or settled by the Company, the cancellation or settlement is
treated as an acceleration of vesting, and any remaining expense that would otherwise have been
recognized over the remainder of the vesting period is recognized immediately in the income statement
at the date of cancellation or settlement.
At each reporting date during the vesting period, management estimates the number of shares that will
vest after considering the vesting criteria. If these estimates vary from actual occurrence, this will impact
the value of the equity carried in the reserves.
Restricted Stock Units ("RSU's")
RSUs are measured at fair value (excluding the effect of non-market based vesting conditions) at the
date of grant. The fair value determined at the grant date of the equity settled share-based payments is
expensed on a straight-line basis over the vesting period, based on the Company's estimate of shares
that will eventually vest and be adjusted for non-market based vesting conditions.
Segment Reporting
The operating segments, namely U.K. (PLC administration) and U.S. (Alaskan operations/office plus
Houston headquarters) are reported in a way that is consistent with the internal reporting and provided
to the chief operating decision maker as required by IFRS 8, Operating Segments.
During the period, the Company revised the financial information presented to the Chief Operating
Decision Maker. Segment assets and liabilities no longer include intercompany balances. Comparative
segment information has been restated to conform to the current period presentation.
Equity
Equity instruments issued by the Company are recorded in equity at the proceeds received, net of direct
issue costs.
Provisions
Provisions are recognized when there is a present legal or constructive obligation as a result of past
events, it is probable that an outflow of resources will be required to settle the obligation, and a
reliable estimate can be made of the amount of the obligation.
New and amended International Financial Reporting Standards
IFRS 18, Presentation and Disclosure in Financial Statements, will replace IAS 1, Presentation of
Financial Statements, effective for annual periods beginning on or after 1 January 2027. The Company is currently working to identify all of the impacts that IFRS 18 will have on the primary financial statements and notes to the financial statements. The Company intends to adopt IFRS 18 from its effective date of 1 January 2027.
A number of new standards, amendments to existing standards and interpretations were applicable from 1 January 2026. The adoption of these amendments did not have a material impact on Company's interim unaudited condensed consolidated financial statements for the period ended 30 June 2026. The accounting policies adopted in the preparation of the interim unaudited condensed consolidated financial statements are consistent with those followed in the preparation of the Company's annual financial statements for the year ended 30 June 2025.
3. (Loss)/Earnings per share
|
|
6 months ended 30 June 2026 (unaudited) |
6 months ended 30 June 2025 (unaudited) |
Year Ended 31 December 2025 (unaudited) |
|
(Loss)/Earnings per share from continuing operations: |
|||
|
Basic and diluted (loss)/earnings per share |
(0.64)¢ |
0.23¢ |
(0.52)¢ |
The calculation above for the (loss)/earnings per share has been calculated by dividing the income/(loss) for the period by the weighted average number of ordinary shares in issue of 1,441,140,174 (June 2025:1,141,392,150; December 2025: 1,218,909,505). As the Group recorded a loss for the period, the diluted loss per share has been made to equal the basic (loss)/earnings per share.
4. Segmental information
The Company's activities involve the exploration for oil and gas. There are two reportable operating segments: "U.S.", which includes the Alaskan Operation plus administration based in Alaska and Texas and "U.K.", office for Pantheon Resources Plc. Each reportable segment adopts the same accounting policies.
In compliance with IFRS 8, Operating Segments, the following tables reconcile the operational loss and the assets and liabilities of each reportable segment with the interim unaudited condensed consolidated financial statements, together with comparative figures for the period ended 30 June 2025.
|
Period ended 30 June 2026 Geographical segment (Consolidated) |
U.K. |
U.S. |
Consolidated (unaudited) |
|
$ |
$ |
$ |
|
|
Administration expenses |
(982,479) |
(4,291,772) |
(5,274,251) |
|
Convertible bonds and other - interest expense |
(2,653,313) |
- |
(2,653,313) |
|
Convertible bonds- impact of partial early repayment |
- |
- |
- |
|
Convertible bond - revaluation of derivative liability |
(1,078,382) |
- |
(1,078,382) |
|
Interest income |
606,318 |
77,600 |
683,918 |
|
Share based payments |
(842,005) |
- |
(842,005) |
|
Loss by reportable segment |
(4,949,861) |
(4,214,172) |
(9,164,033) |
|
Exploration & evaluation assets |
- |
383,326,130 |
383,326,130 |
|
Property, plant & equipment |
- |
207,395 |
207,395 |
|
Restricted financial deposit |
- |
3,841,277 |
3,841,277 |
|
Trade and other receivables |
49,838 |
375,256 |
425,094 |
|
Inventory |
- |
579,019 |
579,019 |
|
Cash and cash equivalents |
7,091,180 |
3,084,200 |
10,175,380 |
|
Total assets by reportable segment |
7,141,018 |
391,413,277 |
398,554,295 |
|
Total liabilities by reportable segment |
(20,515,782) |
(11,547,123) |
(32,062,905) |
|
Net assets by reportable segment |
(13,374,764) |
379,866,154 |
366,491,390 |
|
Period ended 30 June 2025 Geographical segment (Consolidated) |
U.K. |
U.S. |
Consolidated (unaudited) |
|
$ |
$ |
$ |
|
|
Administration expenses |
(1,264,916) |
(5,525,543) |
(6,790,459) |
|
Convertible bond and other - interest expense |
(2,647,789) |
- |
(2,647,789) |
|
Convertible bond - impact of partial early repayment |
(9,093) |
- |
(9,093) |
|
Convertible bond - revaluation of derivative liability |
12,896,151 |
- |
12,896,151 |
|
Interest income |
357,716 |
45,797 |
403,513 |
|
Share based payments |
(1,185,463) |
- |
(1,185,463) |
|
Income/(Loss) by reportable segment |
8,146,606 |
(5,479,746) |
2,666,860 |
|
Exploration & evaluation assets |
- |
337,404,823 |
337,404,823 |
|
Property, plant & equipment |
- |
63,437 |
63,437 |
|
Trade and other receivables |
132,305 |
998,211 |
1,130,516 |
|
Cash and cash equivalents |
9,212,689 |
4,006,917 |
13,219,606 |
|
Restricted cash |
9,782,773 |
- |
9,782,773 |
|
Cash and cash equivalents - restricted |
- |
3,400,000 |
3,400,000 |
|
Total assets by reportable segment |
19,127,767 |
345,873,388 |
365,001,155 |
|
Total liabilities by reportable segment |
(33,027,442) |
(18,586,748) |
(51,614,190) |
|
Net assets by reportable segment |
(13,899,675) |
327,286,640 |
313,386,965 |
5. Non-current assets
|
Exploration and evaluation assets Group |
Exploration & evaluation assets |
|||
|
At 30 June 2025 |
337,534,937 |
|||
|
Additions |
44,157,031 |
|||
|
At 31 December 2025 |
381,691,968 |
|||
|
Additions, net |
1,764,276 |
|||
|
At 30 June 2026 |
383,456,244 |
|||
|
Impairment: |
||||
|
At 30 June 2025 |
130,114 |
|||
|
At 31 December 2025 |
130,114 |
|||
|
At 30 June 2026 |
130,114 |
|||
|
|
||||
|
Net book value: |
||||
|
At 30 June 2025 |
337,404,823 |
|||
|
At 31 December 2025 |
381,561,854 |
|||
|
At 30 June 2026 |
383,326,130 |
|||
In January 2019, the Group acquired 100% of the share capital of Great Bear Petroleum Ventures I LLC and Great Bear Petroleum Ventures II LLC companies (collectively, "Great Bear"). The principal assets of the Group are leases, approximately 258,000 acres with the rights to explore for hydrocarbons in the State of
Alaska. At the period end the exploration and evaluation assets all relate to the Alaskan operation, specifically
Alaskan assets of $383.3 million (30 June 2025: $337.4 million).
Exploration and evaluation assets are regularly reviewed for indicators of impairment. If an indicator of impairment is found an impairment test is required, where the carrying value of the asset is compared with its recoverable amount. The recoverable amount is the higher of the asset's fair value less costs to sell and value in use. The Directors are satisfied that no impairments are required for the current period end.
6. Share Capital
As at 30 June 2026 the company had on issue 1,457,902,447 shares. During the six month period ending 30 June 2026, the Company issued 109,784,814 new ordinary shares, consisting of:
· 106,209,679 share placement at £0.07/share on 22 January 2026.
· 3,575,135 vested RSU's.
As at 30 June 2026, the Company also has the following options and restricted stock outstanding:
· 7,000,000 vested but unexercised share options with an exercise price of £0.27, expiring July 2030.
· 12,430,000 vested but unexercised share options with an exercise price of £0.33, expiring January 2031.
· 21,380,000 vested but unexercised share options with an exercise price of £0.67, expiring January 2027.
· 900,000 unvested options for 2024 (an exercise price of $0.83) and 2025 (an exercise price of $0.40).
· 4,000,000 unvested share options with an exercise price of £0.14, expiring June 2036.
· 37,770,037 unvested RSU's from the 2024, 2025, and 2026 award grants, vesting equally over a 3 year period.
7. Unsecured Convertible Bond
SHK Convertible Bond
In February 2025, the Company announced that it had agreed to issue between $30.5 million and $35.0 million in the aggregate principal amount of senior convertible bonds ("SHK Convertible Bond") due March 2028 to Sun Hung Kai & Co. Limited and its affiliates, clients and funds managed or advised by them (the "Convertible Bond Investor"), as the lead investor to the Convertible Bonds. The Company agreed to issue, and the Convertible Bond Investor agreed to subscribe for, the Convertible Bonds on or before 24 March 2025.
On 26 February 2025, Pantheon granted the Convertible Bond Investor the sole right to increase the aggregate amount of the New Convertible Bonds to $35.0 million and, on 28 February 2025, the New Convertible Bond Investor made the election and exercised that right to increase the offering size of the Convertible Bonds to $35.0 million.
On 24 March 2025, the Company entered into the definitive documentation for and issued $35.0 million in aggregate principal amount of senior convertible bonds due March 2028. The SHK Convertible Bond has a coupon of 5.0% per annum payable quarterly in arrears commencing three months from 24 March 2025 (the "Issue Date"). In the absence of a conversion or redemption, they will mature on the third anniversary ("24 March 2028"). The initial conversion price will be $0.8675 subject to adjustment for splits, consolidations, and similar corporate actions. The SHK Convertible Bond agreement contains embedded derivatives in conjunction with an ordinary bond. As a result, and in accordance with the accounting standards, the convertible bonds are shown in the Consolidated Statement of Financial Position, in two separate components, namely Convertible
bond - debt and Convertible bond - derivative. At the time of recognition (March 2025) the $35.0 million bonds were split, $18,277,000 for the debt component and $16,723,000 for the derivative component.
On 7 July 2025, Company redeemed $6.5 million of the $35.0 million of the SHK convertible bonds due 2028 and issued to the bondholders 22,519,865 Ordinary Shares with an aggregate value at the Issue Price equal to the amount redeemed. Following these redemptions, the outstanding principal amount of the 2025 Bonds was reduced to $28.5 million.
In order to value the derivative component, Pantheon engaged a third-party expert valuation specialist group to perform the valuations, who determined that the valuation of the instrument required a Monte-Carlo simulation of share price outcomes over the 3-year life to determine the ultimate value of the conversion option. This produced a calculated Effective Interest Rate ("EIR") of 29.54%. These amounts will be revalued every balance date with the differences being accounted for in the consolidated statement of comprehensive income. For the period end date of 30 June 2026, the third-party expert valuation group performed its Monte-Carlo simulation and valuation calculations to determine the new value for the derivative liability to be $1,681,843. The resulting movement of $1.1 million was posted to the consolidated statement of comprehensive income to the account "Revaluation of derivative liability".
At 30 June 2026 the SHK Convertible Bond is shown in the Consolidated Statement of Financial Position in the following categories:
|
Convertible Bond - Derivative Component (Non-current Liability) |
1,681,843 |
|
Convertible Bond - Debt Component (Current Liability) |
- |
|
Convertible Bond - Debt Component (Non-current Liability) |
19,289,492 |
|
Total |
20,971,335 |
On 9 February 2026, pursuant to the Unsecured Bond Agreement dated 24 March 2025, between the Company and various investors, including Sun Hung Kai & Co. Limited and its affiliates, following repayment in full of Heights Convertible Bond in December 2025, the Company executed a first-ranking security interest in favor of The Law Debenture Trust Corporation plc, as security trustee, over all present and future assets, rights, and undertakings of the Company and its subsidiaries pursuant to a floating charge security agreement.
8. Approval by Directors
The interim report for the six months ended 30 June 2026, was approved by the Directors on 11 September 2026.
9. Publication of Non-Statutory Accounts
The financial information contained in this interim unaudited condensed consolidated financial statements does not constitute statutory accounts as defined in the Companies Act 2006. The financial information for the full preceding year is based on the statutory accounts for the financial year ended 30 June 2025, which are available at the Company's website. This interim statement will be also made available on the Company's website (www.pantheonresources.com), with further copies available on request from the Company's registered office.
10. Subsequent Events
The Company has considered events occurring after the reporting date and up to the date of approval of these interim unaudited condensed consolidated financial statements and have determined that there are no adjusting or non-adjusting events requiring disclosure in accordance with IAS 10, Events after the Reporting Period.
GLOSSARY
FOR THE PERIOD ENDED 30 JUNE 2026
__________________________________________________________________________________
GLOSSARY
The following glossary is provided for reference and includes terms that may be used in the Company's financial statements, reports and other disclosures. Not all terms defined below are necessarily used in, or applicable to, the current reporting period.
AGDC Alaska Gasline Development Corporation
AGM Annual General Meeting
Alaska LNG Alaska LNG Project
ANS crude Alaskan North Slope crude oil
bbls Barrels
bcf Billion cubic feet
CGA Cawley Gillespie & Associates
CGU Cash generating unit
EA Environmental assessment
ECL Expected credit loss
EIS Environmental impact statement
ESOP Employee stock ownership plan
EUR Estimate ultimate recovery
FID Final investment decision
G&A General & Administrative
GOR Gas-oil ratio
GSA Gas Sales Agreement
GSPA Gas Supply Precedent Agreement
IER Independent Expert Report
LKA Lee Keeling & Associates
LNG Liquefied natural gas
mcf Thousand cubic feet
mmBtu Million British Thermal Units
mmcf Million cubic feet
NGL Natural gas liquids
NSAI Netherland, Sewell & Associates, Inc.
PVT Pressure-volume temperature analysis
ROU Right of use
RSU Restricted stock unit
scf Standard cubic feet
SLB Former Schlumberger
SMD-B Shelf Margin Deltaic B
TAPS Trans-Alaska Pipeline System
tcf Trillion cubic feet
ZOI Zone of interest
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