NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US NEWSWIRE SERVICES OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS. THE OFFERS AND SALES OF SECURITIES REFERRED TO BELOW HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION.
Tethys Petroleum Limited (“Tethys” or the “Company”) today announces that under the terms of the previously announced Facility Agreement Amendment, it has received a signed conversion notice from Olisol Petroleum Limited (“Olisol”) to convert US$6,304,446 of its outstanding debt into 63,044,460 shares in Tethys at a price of US$0.10 (“Interim Facility Conversion”). The 5-day volume weighted average price of shares in Tethys was CDN$0.04 (US$0.03).
Pursuant to applicable rules of the Toronto Stock Exchange (“TSX”), Olisol may not become a 10% or more shareholder of the Company until the TSX has approved Personal Information Forms (“PIFs”) submitted by Olisol. As such, Olisol have today converted US$3,744,004.20 of the loan into 37,440,042 shares, which is the maximum amount they are able to convert and remain below a 10% shareholding.
Olisol have now filed their PIFs with the TSX which once approved will allow them to convert the remaining US$2,560,441.90 of the debt into a further 25,604,419 shares at a price of US$0.10. This combined with today’s conversion, will result in Olisol owning approximately 15.8% of the enlarged undiluted share capital of the Company.
Tethys and Olisol are also currently negotiating an Investment Agreement whereby Olisol has committed to purchasing 181,240,793 new Tethys shares at a price to be agreed by Tethys and Olisol (acting reasonably). This potential purchase, together with the Interim Facility Conversion would result in Olisol owning approximately 42% of the enlarged undiluted share capital of the Company.
Tethys is focused on oil and gas exploration and production activities in Central Asia and the Caspian Region. This highly prolific oil and gas area is rapidly developing and Tethys believes that significant potential exists in both exploration and in discovered deposits.
Olisol and its subsidiaries and affiliates have investments in energy and oil and gas operations in the Russian Federation and Kazakhstan. The company has more than seven years of experience with Tethys in Kazakhstan and owns the Aral Oil Terminal in partnership with Tethys. Olisol has its own fleet of specialized oil tankers engaged in automobile transportation of oil from the Tethys fields and through its subsidiaries, is engaged in rail transportation, oil refining, storage and sale of petroleum products. Olisol is incorporated under the laws of Cyprus and is headquartered in Almaty, Kazakhstan.
Some of the statements in this document are forward-looking. Forward-looking statements include statements regarding the intent, belief and current expectations of the Company or its officers with respect to Olisol’s access to funds, entering into the amendment to the Investment Agreement, the placing to Olisol, the approval of the PIFs,. When used in this document, the words “expects,” “believes,” “anticipates,” “plans,” “may,” “will,” “should” and similar expressions, and the negatives thereof, are intended to identify forward-looking statements. Such statements are not promises or guarantees, and are subject to risks and uncertainties that could cause actual outcomes to differ materially from those suggested by any such statements including risks and uncertainties with respect to entering into the amendment to the investment agreement, completion of the placing and related transactions and receipt of proceeds, approval of the PIFs, required shareholder approval and required regulatory approvals, use of proceeds and waiver of currency controls.
No part of this announcement constitutes, or shall be taken to constitute, an invitation or inducement to invest in the Company or any other entity, and shareholders of the Company are cautioned not to place undue reliance on the forward-looking statements. Save as required by the Listing Rules and applicable law, the Company does not undertake to update or change any forward-looking statements to reflect events occurring after the date of this announcement.
CAMARCO (Financial PR)
Ginny Pulbrook / Billy Clegg / Georgia Mann
+44(0)203 757 4983