NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES The following information is exclusively intended for persons who are not residents of the United States and who are not physically present in the United States. This information does not constitute an offer or a solicitation of an offer to buy, securities of Tethys Petroleum in the United States or in any other jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. Potential users of this information are requested to inform themselves about and to observe any such restrictions. Tethys Petroleum's securities cannot be offered or sold in the United States without registration under the United States Securities Act of 1933, as amended, or pursuant to an exemption from such registration. Tethys Petroleum has not registered, and does not intend to register, any of its securities under the Securities Act or to conduct a public offering of securities in the United States. By proceeding to view the following information, you warrant that you are not located in the United States and you agree that you will not transmit or otherwise send any of the following information to any person in the United States or to publications with a general circulation in the United States. TETHYS PETROLEUM LIMITED PRESS RELEASE FOR IMMEDIATE RELEASE
Tethys Announces USD$13 Million Private Placement
GRAND CAYMAN, CAYMAN ISLANDS, Tuesday, November 29, 2011: Tethys Petroleum Limited (“Tethys” or the “Company” (TSX:TPL) (LSE:TPL)) today announced that it expects to complete a private placement of 26,062,975 Ordinary Shares for gross proceeds of USD13,069,187 million (the “Offering”) (USD/CAD $1:$1.037), subject to regulatory approval. The Company has received orders for the USD13,069,187 million maximum amount of the Offering. These new Ordinary Shares represent 10% of the current issued share capital of the Company.
The Ordinary Shares have been placed at a price of CAD0.52 (GBP0.32) each. The Ordinary Shares of the Company are listed on the Toronto Stock Exchange and the London Stock Exchange under the symbol “TPL” and the placement is subject to approval by the Toronto Stock Exchange and admission of the Ordinary Shares issued pursuant to the offering to the official list of the financial services authority and to trading on the London Stock Exchange. The private placement is scheduled for completion on or about December 14, 2011.
The net proceeds of the Offering will be used by Tethys to contribute towards the purchase of an additional 34% of shares in Seven Stars Energy Corporation (‘SSEC’), the joint venture that owns the rights to the Bokhtar Production Sharing Contract in Tajikistan, and to carry out additional work on the Beshtentak oilfield in Tajikistan where Tethys has recently been flow testing a recompleted well at rates of over 600 barrels of oil per day. Currently Tethys owns 51% of the shares in SSEC and has an option (the “Option”) to acquire a further 34% of SSEC from its partner. In addition, when the Option is exercised, the outstanding loan from Tethys to SSEC will be restructured. Tethys proposes to exercise the Option following completion of the Offering. After the completion of the exercise of the Option, Tethys will own 85% of the shares in SSEC.
One of the subscribers is a related party of the Company within the meaning of applicable Canadian securities laws. The proposed date for completion of the private placement is less than 21 days from the date of this release to ensure the availability of the proceeds to the Company on a timely basis. Additional information relating to the interest of the related party in the private placement will be contained in a material change report to be filed in accordance with Canadian securities law.
Tethys is focused on oil and gas exploration and production activities in Central Asia with activities currently in the Republics of Kazakhstan, Tajikistan and Uzbekistan. This highly prolific oil and gas area is rapidly developing and Tethys believes that significant potential exists in both exploration and in discovered deposits.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to United States Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
This press release contains “forward-looking information” which may include, but is not limited to, statements with respect to our operations. Such forward-looking statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions, including the risk that the Offering will not be completed, the risk that regulatory approval for the Offering will not be obtained, the risk that Option will not be exercised and the exercise of the Option will not be completed on the terms contemplated. See our Annual Information Form for the year ended December 31, 2010 for a description of risks and uncertainties relevant to our business, including our exploration activities. The “forward looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, the Company undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.
For more information please contact:
Tethys Petroleum Limited
Vice President Investor Relations
Office: +1 416 572 2065
+1 416 572 2201 (FAX)
Mobile site: m.tethyspetroleum.com
In Europe: Tethys Petroleum Limited
Vice President Corporate Communications
Office: +44 1481 725911
+44 1481 725922 (FAX)
In Asia‐Pacific: Quam IR
Office phone/fax: +852 2217 2999