HONG
KONG, May 16, 2023 /CNW/ - Meridian Capital
International Limited ("MCIL") reports that, on April 25, 2023, MCIL transferred ownership and
control of 66,267,240 common shares (the "Common Shares") of
PetroTal Corp. ("PetroTal") (TSXV: TAL) (AIM: PTAL) to
Meridian Capital Limited ("MCL") by way of a dividend
in-kind (the "Initial Transfer"). On April 25, 2023, MCL subsequently transferred
ownership and control of the 66,267,240 Common Shares to one of its
shareholders, A. Alshinbayev, pursuant to a private arrangement
between Mr. Alshinbayev and MCL for an aggregate purchase price of
USD28,202,240.14 (the "Second
Transfer"). Neither the Initial Transfer nor the Second
Transfer took place through the facilities of any stock exchange or
any other marketplace.
Immediately prior to the Initial Transfer, MCIL owned
154,010,361 Common Shares, representing approximately 17.4% of the
issued and outstanding Common Shares of PetroTal on a non-diluted
basis. Following the Initial Transfer, MCIL owned 87,743,121 Common
Shares, representing approximately 9.9% of the issued and
outstanding Common Shares of PetroTal on a non-diluted basis. As a
result of the Initial Transfer, MCIL is no longer subject to the
10.0% threshold requiring disclosure under National Instrument
62-103 – The Early Warning System and Related Take-Over Bid and
Insider Reporting Issues ("NI 62-103").
Immediately prior to the Second Transfer, MCL owned 66,267,240
Common Shares, representing approximately 7.5% of the issued and
outstanding Common Shares of PetroTal on a non-diluted basis, all
of which were transferred to Mr. Alshinbayev pursuant to the Second
Transfer. Following the Second Transfer, MCL no longer held any
Common Shares of PetroTal. Mr. Alshinbayev is the sole shareholder
of YF Finance Limited ("YFF"), which held 4,911,500 Common
Shares at the time of the Second Transfer and Fourth Transfer (as
defined below). Immediately prior to the Second Transfer, Mr.
Alshinbayev owned (together with YFF) 16,036,796 Common Shares,
representing approximately 1.8% of the issued and outstanding
Common Shares of PetroTal on a non-diluted basis. Following the
Second Transfer, Mr. Alshinbayev owned (together with YFF)
82,304,036 Common Shares, representing approximately 9.3% of the
issued and outstanding Common Shares of PetroTal on a non-diluted
basis.
On May 15, 2023, MCIL transferred
ownership and control of an additional 33,075,064 Common Shares to
MCL by way of a dividend in-kind (the "Third Transfer"). MCL
subsequently transferred ownership and control of the 33,075,064
Common Shares to Mr. Alshinbayev. As such, Mr. Alshinbayev reports
that, on May 15, 2023, he acquired
ownership and control of an additional 33,075,064 Common Shares
from MCL, pursuant to a private sale and purchase agreement dated
May 2, 2023 between Mr. Alshinbayev
and MCL for an aggregate purchase price of USD13,797,759.95 (the "Fourth Transfer").
Neither the Third Transfer nor the Fourth Transfer took place
through the facilities of any stock exchange or any other
marketplace.
Immediately prior to the Third Transfer, MCIL owned 87,743,121
Common Shares, representing approximately 9.9% of the issued and
outstanding Common Shares of PetroTal on a non-diluted basis.
Following the Third Transfer, MCIL owns 54,668,057 Common Shares,
representing approximately 6.18% of the issued and outstanding
Common Shares of PetroTal on a non-diluted basis. MCIL continues to
no longer be subject to the 10.0% threshold requiring disclosure
under NI 62-103.
Immediately prior to the Fourth Transfer, MCL owned 33,075,064
Common Shares, representing approximately 3.7% of the issued and
outstanding Common Shares of PetroTal on a non-diluted basis, all
of which were transferred to Mr. Alshinbayev pursuant to the Fourth
Transfer. Following the Fourth Transfer, MCL no longer holds any
Common Shares of PetroTal. Immediately prior to the Fourth
Transfer, Mr. Alshinbayev owned (together with YFF) 82,304,036
Common Shares, representing approximately 9.3% of the issued and
outstanding Common Shares of PetroTal on a non-diluted basis.
Following the Fourth Transfer, Mr. Alshinbayev currently owns
and exercises control over (together with YFF) an aggregate of
115,379,100 Common Shares, representing approximately 13.0% of the
issued and outstanding Common Shares of PetroTal on a non-diluted
basis. As a result of the Fourth Transfer, Mr. Alshinbayev is
now subject to the 10.0% threshold requiring disclosure under NI
62-103.
MCIL's and MCL's disposition of the Common Shares, and Mr.
Alshinbayev's acquisition of the Common Shares were for investment
management restructuring purposes. MCIL, MCL and/or Mr. Alshinbayev
may take actions in the future in respect of each of their security
holdings in PetroTal from time to time based on the then existing
facts and circumstances, which actions could include, without
limitation, acquisitions or dispositions of Common Shares, whether
in the open market, by privately negotiated agreement or
otherwise.
MCIL's registered address is at Market Square, 3rd Floor, Yamraj
Building, P.O. Box 3175, Road Town, Tortola, British Virgin Islands. PetroTal's head office
is located at 11451 Katy Freeway, Suite 500, Houston,
Texas, United States, 77079.
This press release is being issued pursuant to NI
62-103, which requires an early warning report to be filed
under PetroTal's profile on SEDAR (www.sedar.com) containing
further information respecting the foregoing matters.
SOURCE Meridian Capital International Limited