TPL Tethys

 
TIDMTPL 
 
Tethys Petroleum Limited Press Release: Binding C$25.5 Million Private Placement Signed With Olisol Investments Limited 
FOR:  TETHYS PETROLEUM LIMITED 
 
TSX, LSE SYMBOL:  TPL 
 
December 8, 2015 
 
Tethys Petroleum Limited Press Release: Binding C$25.5 Million Private Placement Signed With Olisol Investments 
Limited 
 
GRAND CAYMAN, CAYMAN ISLANDS--(Marketwired - Dec. 8, 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 ("Tethys" or the "Company") (TSX:TPL)(LSE:TPL) announces that is has entered into a 
binding investment agreement (the "Investment Agreement") with Olisol Investments Limited ("Olisol") setting out 
the terms and conditions upon which Olisol Petroleum Limited, a wholly-owned subsidiary of Olisol ("OPL"), has 
agreed to purchase 150 million new ordinary shares in Tethys ("Shares") at a price of C$0.17 per Share, for total 
proceeds of C$25.5 million, by way of a private placement (the "Placing") and to commit to backstop a further 
equity fundraising of 50 million Shares at C$0.17 per Share (the "Further Financing", together the "Transaction"). 
 
On closing of the Placing, the outstanding principal and accrued but unpaid interest under the US$15 million 
convertible facility ("Interim Facility") entered into with Olisol on November 19, 2015, will be automatically 
converted into Shares at a conversion price of C$0.17 per Share. 
 
Currently, there are 336,960,387 Shares outstanding and following the Placing (150,000,000 Shares) and conversion 
of the Interim Facility, assuming it is fully drawn, (117,820,588 Shares) there will be 604,820,588 Shares in 
issue, of which Olisol will own 267,820,588 Shares or approximately 44% of the outstanding Shares. The Further 
Financing will result in at least a further 50,000,000 Shares being issued at C$0.17 per Share. 
 
John Bell, Executive Chairman commented: 
 
"We are pleased to have signed a binding agreement with Olisol for the larger private placement, following on from 
the recent signed loan agreement for US$15 million. This Transaction will result in a significant recapitalisation 
of the Company and provide much needed stability going forward." 
 
Summary 
 
Placing and Further Financing 
 
- Tethys and Olisol have signed a definitive Investment Agreement providing 
  for the Placing and commitment to backstop the Further Financing. 
 
- An injection of C$25.5 million of new capital into Tethys by OPL by way of 
  a subscription for 150 million Shares at C$0.17 per Share. 
 
- Conversion of all outstanding amounts under the Interim Financing into 
  Shares at C$0.17 per Share. 
 
- Following completion of the Placing, the Company proposes to undertake the 
  Further Financing to its 20 largest shareholders at C$0.17 per Share, 
  which will be backstopped by OPL to ensure that a minimum of C$8.5 million 
  is raised. 
 
- Olisol has advised Tethys that it has access to a US$51 million credit 
  facility from a leading Kazakh bank (all of which is undrawn) in support 
  of the Transaction. Certain supporting information has been provided and 
  further supporting information is a condition to the parties continuing 
  with the Transaction. 
 
- Upon satisfaction of the additional confirmation of funding referred to 
  above, and full drawdown of the Interim Facility, an additional non- 
  executive independent director will be nominated to the Tethys board 
  ("Board") by Olisol. 
 
- Upon completion of the Placing, the Board will be comprised of five 
  directors as follows: 
 
  -- John Bell, Executive Chairman; 
  -- Adeola Ogunsemi, non-executive director; 
  -- Williams Wells, non-executive director; 
  -- Alexander Abramov, non-executive director (designated by OPL); and 
  -- One non-executive and independent director designated by OPL (TBD, per 
     above); 
 
- The ongoing composition of the Board shall be determined by a relationship 
  agreement, the form of which has been substantially agreed to, containing 
  provisions intended to address conflicts of interest and related party 
  matters and compliance with applicable laws and listing requirements (the 
  "Relationship Agreement"). The Relationship agreement will only apply in 
  the event that OPL acquires shares to which are attached more than 30 
  percent of the outstanding voting rights over the entire issued share 
  capital of Tethys. Entering into the definitive form of such an agreement 
  will be a mutual condition precedent to completing the transactions 
  contemplated by the Investment Agreement. 
 
- In addition to customary closing conditions for transactions of this 
  nature, OPL's obligation to complete the Placing shall be subject to 
  satisfaction or waiver of the following: 
 
  -- receipt of all required approvals from the Government of Kazakhstan; 
  -- receipt of all required shareholder, regulatory, exchange and other 
     third party approvals; and 
  -- aggregate debt of Tethys, net of cash, being not greater than US$40 
     million (excluding the Interim Financing). 
 
- The Interim Financing, Placing and Further Financing are not subject to 
  either a financing condition or a due diligence condition. 
 
- The Company anticipates that it will take approximately eight weeks to 
  complete the Placing. The Placing and Further Financing are subject to 
  regulatory approvals, including approval of the Toronto Stock Exchange, 
  and shareholder approval as required by the rules of the Toronto Stock 
  Exchange and applicable securities laws. 
 
- Further details of the Investment Agreement, the Interim Facility and the 
  Relationship Agreement will be set out in the circular to be sent to 
  shareholders in connection with the EGM to consider the Transaction. A 
  copy of the Investment Agreement and Relationship Agreement will be filed 
  on SEDAR in a timely manner. 
 
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 and the Further 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 Placing and Further Financing will 
be completed and all shareholder and other required approvals will be obtained and that conditions will be 
fulfilled and funds received under the Interim Financing and the Investment Agreement within anticipated 
timeframes. 
 
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

December 08, 2015 09:16 ET (14:16 GMT)

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