TPL Tethys

 
TIDMTPL 
 
Tethys Petroleum Limited Press Release: Binding C$9.8 Million Private Placement With Olisol Investments Limited 
FOR:  TETHYS PETROLEUM LIMITED 
 
TSX, LSE SYMBOL:  TPL 
 
April 29, 2016 
 
Tethys Petroleum Limited Press Release: Binding C$9.8 Million Private Placement With Olisol Investments Limited 
 
GRAND CAYMAN, CAYMAN ISLANDS--(Marketwired - April 29, 2016) - 
 
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 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 
181,240,793 new ordinary shares in Tethys ("Shares") at a price of C$0.054 per Share, for total proceeds of C$9,787,003, 
by way of a private placement (the "Placing") and to commit to backstop a further equity fundraising of 50 million 
Shares at C$0.054 per Share (the "Further Financing", together the "Transaction"). The Further Financing will generate 
proceeds of C$2,700,000 for a total of C$12,487,003 under the Transaction. The Investment Agreement amends and restates 
the investment agreement that was signed by the Parties on December 7, 2015. 
 
Currently, there are 400,004,848 Shares outstanding, of which, Olisol owns 63,044,461 Shares or approximately 15.8% of 
the outstanding Shares. All of the Shares held by Olisol were issued on the previously announced conversion at US$0.10 
per Share of US$6,304,446 of the outstanding indebtedness under the Facility Agreement entered into with Olisol on 
November 19, 2015, as amended on March 2, 2016 (as amended, the "Facility Agreement"). 
 
Following the Placing (181,240,793 Shares) there will be 581,245,641 Shares in issue, of which Olisol will own 
244,285,254 Shares or approximately 42.0% of the outstanding Shares. In addition, Olisol has the right to convert the 
remaining US$1 million aggregate principal amount plus accrued but unpaid interest under the Facility Agreement into 
Shares at a conversion price of C$0.054 per Share. As part of the Investment Agreement, Olisol is committing to fund 
working capital requirements of the Company until closing of the Placing and completion of a US$10 million loan, subject 
to certain conditions. Amounts advanced under this obligation will also convert at C$0.054 per Share. 
 
Summary 
 
Placing and Further Financing 
 
=-  Tethys and Olisol have entered into a definitive Investment Agreement 
    providing for the Placing, commitment by Olisol to backstop the Further 
    Financing and a commitment by Olisol to fund working capital 
    requirements until the closing of the Placing and when Tethys has 
    secured a US$10 million loan, provided that certain conditions are met. 
    Any amounts advanced as working capital indebtedness will be, subject to 
    TSX approval, convertible, at Olisol's option, into Shares at a 
    conversion price of $0.054 per Share. 
=-  An injection of C$9.8 million of new capital into Tethys by OPL by way 
    of a subscription for 181,240,793 Shares at C$0.054 per Share. 
=-  Following completion of the Placing, the Company proposes to undertake 
    the Further Financing of 50,000,000 Shares to its 20 largest 
    shareholders at C$0.054 per Share, which will be backstopped by OPL, 
    raising C$2,700,000 or a total of C$12,487,003 together with the 
    Placing. 
=-  The Investment Agreement requires the Parties to enter into a 
    Relationship Agreement on closing which will address certain conflicts 
    of interest and related party matters. The Relationship Agreement will 
    only apply if OPL owns 25% or more the outstanding Shares. 
=-  The Company has called its Annual General Meeting for May 31, 2016 and 
    the Management Information Circular and Proxy material will be available 
    on SEDAR and mailed to shareholders in the next few days. Shareholders 
    will be asked to vote on the Placing and associated resolutions at the 
    meeting. The Management Information Circular will contain further 
    details regarding the Placing, the Investment Agreement and the 
    Relationship Agreement. 
=-  A copy of the Investment Agreement and Relationship Agreement will be 
    filed on SEDAR in a timely manner. 
=-  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 US$1 million outstanding under the Facility 
        Agreement and any working capital indebtedness advanced under the 
        Investment Agreement). 
=-  Assuming that shareholders approve the Placing at the May 31, 2016 
    shareholders meeting, the Company will then be required to amend the 
    articles of the Company (the "Articles") to reduce the par value of the 
    Shares from US$0.10 to US$0.01 to allow for the issuance of the Shares 
    under the Placing. The Company anticipates that it will take 
    approximately six to eight weeks to complete the process of amending the 
    Articles following the shareholder meeting, and that the Placing would 
    close very shortly thereafter. 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. 
 
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 Placing. The Further 
Financing, any advance of working capital indebtedness and the amendment of the Articles or receipt of a US$10 million 
loan. 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 Further 
Financing, any advances of working capital indebtedness, the amendment to the Articles or receipt of a US$10 million 
loan, and receipt of proceeds, required shareholder approval and required regulatory approvals, use of proceeds, and, 
effective implementation of the agreed form Relationship Agreement. 
 
The forward-looking statements are based on the following assumptions: that the Placing and Further Financing and 
amendments to the Articles will be completed and all shareholder and other required approvals will be obtained and that 
conditions will be fulfilled and funds received under the Investment Agreement or relating to any request for working 
capital indebtedness 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. 
 
FOR FURTHER INFORMATION PLEASE CONTACT: 
 
Tethys Petroleum Limited 
info@tethyspetroleum.com 
www.tethyspetroleum.com 
 
 
 
 
Tethys Petroleum Limited 
 

(END) Dow Jones Newswires

April 29, 2016 02:36 ET (06:36 GMT)

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