GRAND CAYMAN, CAYMAN ISLANDS–(Dec. 20, 2016) – Tethys Petroleum Limited (TSX:TPL)(LSE:TPL) (“Tethys” or the “Company”) today announces that it has prepaid approximately US$322,161 of the US$3.5 million non-convertible loan received March 20, 2015 and due March 20, 2017 (the “Loan”) from Annuity and Life Reassurance Ltd. (“ALR”), an affiliate of Pope Asset Management Inc. (together with ALR and its other affiliates, “PAM”) and has entered into amendment agreements with ALR (together, the “Amendments”) to the Loan as well as to the US$1,760,978 convertible debenture due June 30, 2017 issued to ALR on June 1, 2015 (the “Debenture” and together with the Loan, the “ALR Loans”).
Partial Prepayment of Loan
The partial prepayment of the Loan was satisfied through the issuance of 20,227,854 ordinary shares (the “Prepayment Shares”) in the capital of the Company at an effective price of US$0.0159266 per share. Following the issuance of the Prepayment Shares, PAM owned or controlled 87,903,396 ordinary shares (“Ordinary Shares”) or approximately 17.3% of the outstanding Ordinary Shares.
The issuance of the Prepayment Shares was exempt from the valuation and minority shareholder approval requirements under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) pursuant to sections 5.5(g) and 5.7(e) thereof since the Company is in serious financial difficulty, the issuance of the Prepayment Shares is designed to improve the financial condition of the Company, the Board includes one or more independent directors in respect of the issuance of the Prepayment Shares and the Board determined, including all of its independent directors, that the Company was in serious financial difficulty, the issuance of the Prepayment Shares is designed to improve the financial condition of the Company and the terms of the prepayment were reasonable in the circumstances. Pursuant to MI 61-101, the Company notes that it has not filed a material change report 21 days prior to the expected closing date of the prepayment. A shorter period was reasonable and necessary in the circumstances as the Company wished to complete the prepayment in a timely manner following receipt of required regulatory approval.
If the Amendments become effective, the ALR Loans will be amended to: (i) extend the maturity dates of both to January 27, 2020, (ii) waive any defaults for any interest payments that are in arrears, (iii) add a conversion feature to the Loan and revise the conversion feature of the Debenture to provide that both of the ALR Loans will be convertible in whole, or in part, at ALR’s option at any time prior to the extended maturity date at a conversion price of US$0.031, subject to customary anti-dilution adjustments as set out in the Amendments, (iv) add a covenant that, other than a loan with a bank, the Company may not enter into any new secured loan or amend an existing loan to provide security, unless ALR consents to such loan or is provided with equivalent security, and (v) amend the interest rate payable to provide that if the ALR Loans are converted, semi-annual interest shall accrue at a rate of 4% per annum payable only at the time of conversion through the issuance of ordinary shares at the US$0.031 conversion price, however, if any part of the ALR Loans are not converted, but rather repaid at maturity, the interest rate under the portion of the Debenture that is not converted shall remain at 9% and the interest rate under the portion of the Loan that is not redeemed shall be increased from 8% to 9%.
The Amendments will only become effective if approved by shareholders of the Company, excluding PAM, at the upcoming extraordinary general meeting of shareholders called for January 27, 2017 (the “Meeting”) in accordance with both MI 61-101 and the rules of the Toronto Stock Exchange (the “TSX”). The Amendments are also subject to the approval of the TSX.
If the ALR Loans are converted in full immediately prior to the extended maturity dates, the outstanding balance of the ALR Loans, together with accrued interest will be approximately US$5,774,961 which would result in the issuance to ALR of 186,289,064 Ordinary Shares. If the maximum number of Ordinary Shares are issued upon conversion of the ALR Loans, and assuming that no other Ordinary Shares are issued prior to such date, PAM will own or control approximately 39.5% of the outstanding Ordinary Shares.
A copy of the Amendments as well as the management information circular (the “Circular”) to be delivered to shareholders in connection with the Meeting will be filed on SEDAR in a timely manner. Shareholders are encouraged to review the Amendments as well as the Circular for more details regarding the Amendments.
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.
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 the Amendments and the number of Ordinary Shares that may be issuable upon conversion of the ALR Loans and the potential that exists in both exploration and in discovered deposits in Central Asia and the Caspian Region. 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 the potential that exists in both exploration and in discovered deposits in Central Asia and the effect of the Amendments or if the Amendments will be approved by shareholders or the TSX.
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.
Tethys Petroleum Limited
130 King Street West, Suite 1800