TPL Tethys

 
TIDMTPL 
 
Tethys Petroleum Limited Press Release: US$15 Million Interim Financing Facility Entered Into With Olisol Petroleum Limited 
FOR:  TETHYS PETROLEUM LIMITED 
 
TSX, LSE SYMBOL:  TPL 
 
November 19, 2015 
 
Tethys Petroleum Limited Press Release: US$15 Million Interim Financing Facility Entered Into With Olisol Petroleum 
Limited 
 
GRAND CAYMAN, CAYMAN ISLANDS--(Marketwired - Nov. 19, 2015) - 
 
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 (TSX:TPL)(LSE:TPL) ("Tethys" or the "Company") announces that, further to the letter of 
intent announced on November 9th, 2015 (the "LOI"), the Company has entered into an interim convertible financing 
facility of up to US$15 million (the "Interim Financing Facility") with Olisol Petroleum Limited ("OPL"), a wholly 
owned subsidiary of Olisol Investments Limited ("Olisol"). The Interim Financing Facility is convertible into Tethys 
ordinary shares at C$0.17 per share. 
 
OPL will advance to Tethys up to US$15 million to be used to repay the US$5 million term loan from Nostrum Oil & Gas 
PLC and potentially the US$7.5 million convertible debenture from AGR Energy Limited No. 1 (the "AGR Debenture"), in 
each case plus any other amounts arising thereunder. In the event that AGR Energy exercises its conversion rights 
under the AGR Debenture prior to redemption, the Interim Financing Facility will be reduced by US$7.5 million, with 
the Placing (as defined below), at the option of OPL, being increased by US$7.5 million in exchange for 75 million 
further shares. The balance of the Interim Financing Facility will be used for general and working capital 
requirements of the Company and will be available thirty days after first draw down or, where requested by Tethys, 
such earlier date as the parties may agree. The Interim Financing Facility has a maturity date of 31 August 2016. 
Subject to approval of the Toronto Stock Exchange and compliance with other regulatory requirements including listing 
on the KASE and National Bank of Kazakhstan approvals, the outstanding principal and interest under the Interim 
Financing Facility shall be convertible into ordinary shares at C$0.17 per share. 
 
A condition to the first draw down under the Interim Financing Facility is that Mr Alexander Abramov, a designee of 
Olisol, and Mr William Wells, of Pope Asset Management, LLC, a 19.1% shareholder of the Company, be appointed to the 
Board of Directors of Tethys (the "Board"). 
 
The Interim Financing Facility is the first step in the potential broader transaction provided for under the LOI, 
where OPL will subscribe to a C$25.5 million private placement of 150 million new ordinary shares at a price of C$0.17 
per ordinary share (the "Placing") and commit to backstop a further equity fundraising of 50 million shares at C$0.17 
per share (the "Further Financing", together the "Transaction"). OPL and the Company are in advanced negotiations over 
binding transaction documentation. In the event the Placing is not completed, Mr Abramov will resign once the Interim 
Financing Facility is repaid in full. 
 
John Bell, Executive Chairman commented: 
 
"We are pleased to have reached agreement with Olisol on this crucial part of our broader transaction and to now have 
access to US$15 million in interim financing to see the company through to closing of the Placing." 
 
Further Details 
 
=-  As a condition to signing the agreement, Olisol provided to Tethys 
    confirmation that the US$15 million is ready to be drawn down so is no 
    longer liable to pay a break fee to Tethys of US$1.25 million. 
 
=-  The Interim Financing Facility will become due and payable after 30 days 
    if the parties do not enter the Investment Agreement before the end of 
    the current Exclusivity Period which expires on November 23, 2015, which 
    can be extended by either party for an additional 14 days on written 
    notice assuming both parties are working in good faith. The Interim 
    Financing Facility will become due and payable after 30 days should 
    closing of the Placing not have occurred within 90 days of signing an 
    Investment Agreement (or such longer period provided for by the 
    Investment Agreement). 
 
=-  Pursuant to the terms of the Interim Financing Facility, the Company 
    will be subject to certain restrictions including on undertaking any 
    material corporate activity, creating new indebtedness (subject to 
    certain permitted exemptions) or repaying indebtedness in advance of its 
    maturity date, creating any security or giving guarantees or indemnities 
    and entering into further financings or issuing further equity. 
 
=-  The Interim Financing Facility will also contain events of default and 
    change of control provisions. In circumstances where an event of default 
    has occurred and OPL agrees to waive such event of default, the Company 
    is required to take such actions as OPL may specify for the exercise of 
    any rights, powers and remedies of OPL under the agreement or by law, 
    and/or confer on OPL security over any property and assets of the 
    Company and its subsidiaries to the fullest extent permitted under the 
    terms of any existing third party security arrangements. 
 
A copy of the Interim Financing Facility agreement will be filed on SEDAR in Canada shortly. 
 
Current Financial Position 
 
There can be no certainty that the Placing or the Further Financing will be completed or that the Investment Agreement 
will be entered into. The Company currently does not have sufficient funding to meet its funding obligations in the 
next twelve months and therefore, without the Transaction, there is significant doubt about the Company's ability to 
continue as a going concern. If this Transaction does not proceed, there can be no assurance that management will be 
successful in securing alternative funding or that management would have sufficient time to implement any alternative 
transaction, which would be required to enable the Company to continue as a going concern. 
 
About Tethys 
 
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. 
 
About Olisol 
 
Olisol has advised that it will pursue the transaction through its wholly-owned subsidiary Olisol Petroleum Limited. 
Olisol and its subsidiaries and affiliates have investments in energy and oil & gas operations in the Russian 
Federation and Kazakhstan. Olisol is incorporated under the laws of Cyprus and is headquartered in Almaty, Kazakhstan. 
 
Disclaimer 
 
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 Interim Financing, the 
Placing and the Further Financing. 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 with respect to completion of the Placing, the Interim Financing and 
receipt of proceeds, required shareholder approval and required regulatory approvals, use of proceeds, and receipt of 
funds pursuant to the Interim Financing within anticipated timeframes, effective implementation of the agreed form 
Relationship Agreement. 
 
The forward-looking statements are based on the following assumptions: that the Investment Agreement will be entered 
into, that the Placing and Further Financing will be completed and all shareholder required approvals will be obtained. 
 
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. 
 
 
-30- 
 
FOR FURTHER INFORMATION PLEASE CONTACT: 
 
CAMARCO (Financial PR) 
Ginny Pulbrook/ Billy Clegg / Georgia Mann 
+44(0)203 757 4983 
 
OR 
 
info@tethyspetroleum.com 
www.tethyspetroleum.com 
 
 
 
 
Tethys Petroleum Limited 
 

(END) Dow Jones Newswires

November 19, 2015 10:15 ET (15:15 GMT)

Tethys (LSE:TPL)
Historical Stock Chart
From Dec 2024 to Jan 2025

Tethys (LSE:TPL)
Historical Stock Chart
From Jan 2024 to Jan 2025