Tethys Share Discussion Threads

[devonlad] 29/11/2016 13:39

You the daddy Casual, I bet Olisol are non to pleased. They need to sort out the issues with Olisol though short term and get rid of them long term. They obviously have some in country clout though, this is something that Tethys has sorely missed from the start. I reckon they are confident of getting a gas export licence though, that is the cherry and will have an instant impact.

[casual47] 29/11/2016 13:36

I beat the RNS service by a whole 2 minutes!

[devonlad] 29/11/2016 13:27

Market the Company's gas sales for export;

[casual47] 29/11/2016 13:19

Hurrah! Progress

Completion of Private Placements

GRAND CAYMAN, CAYMAN ISLANDS--(Marketwired - Nov. 29, 2016) - Tethys Petroleum Limited (TSX:TPL)(LSE:TPL) ("Tethys" or the "Company") today announces that it has completed the previously announced private placements ("Placements") with Winston Sanjeev Kumar Soosaipillai and Medgat Kumar (each, an "Investor" and together, the "Investors"). The Placements bring much needed funding to the Company as well as provide it with strong in-country partners in Kazakhstan and internationally.

The key commercial terms of the Placements are summarized below.

Summary of Placements

The Investors, through nominee companies, have each acquired 43,951,698 ordinary shares of Tethys which results in each Investor individually acquiring approximately 9.0% of the enlarged share capital of the Company.

The price for the ordinary shares is US$0.01593 per share representing a 24% premium to the five day volume weighted average price preceding the November 6, 2016 offer date ("VWAP"). The total proceeds amount to approximately US$1.4 million.

The Company has granted each Investor share purchase warrants giving each Investor the right to acquire up to 96,150,000 ordinary shares of Tethys for a period of three years from the grant date. The exercise price for the warrants is US$0.031 representing a 138% premium to the VWAP. If both Investors were to exercise all of the Warrants granted to them, each Investor would own approximately 19.9% of the ordinary shares of the enlarged share capital of the Company. Neither Investor may exercise any warrants if after such exercise, the Investor would become a 10% shareholder of the Company until such time as the Toronto Stock Exchange ("TSX") has approved a personal information form (a "PIF") to be submitted by such Investor. Further, the Investors may not exercise more than an aggregate of 12,097,816 warrants unless shareholder approval has been obtained for such exercise. The Company has agreed to call and hold a shareholder meeting for shareholders to consider, and if thought fit, approve the exercise of such warrants as soon as reasonably practicable and in any event within 60 days from the date hereof. The Company has also agreed that should the shareholders not approve the exercise of such warrants, the Company will be required to pay to the Investors, for each outstanding warrant that may not be exercised, the amount by which the then VWAP exceeds the exercise price of the warrant.

In connection with the Placement, the Investors have entered into voting agreements with Pope Asset Management or its affiliates, pursuant to which such shareholders have agreed to vote or use their commercially reasonable efforts to cause the voting of shares held by them in favour of the warrant exercise. In total, such shareholders hold approximately 16% of the currently outstanding shares.

The Company has agreed to work with Annuity Life and Reassurance ("ALR"), an affiliate of Pope, to convert approximately US$168,000 of debt owing to ALR into approximately 12,000,000 ordinary shares, all subject to approval by the TSX. Any such shares so issued will be subject to the voting agreement referred to above.

Each of the Investors will be appointed to the Board of Directors of the Company once the Investor has filed a PIF with the TSX, provided that each Investor will agree to resign from the Board of Directors if the TSX does not approve the PIF so filed.

The Company intends to use the proceeds of the Placements for general working capital purposes.

The Investors have entered into a Relationship Agreement (the "Relationship Agreement") with the Company which addresses, inter alia:
the composition of the Board of Directors and Audit Committee and Board nomination rights to each Investor for so long as the Investor owns at least 9% of the outstanding ordinary shares;
a requirement to ensure Investors and Tethys comply at all times with applicable securities laws and stock exchange requirements and its Articles of Association;
a requirement that any transactions between Tethys and the Investors will be at arm's length and on normal commercial terms and the Investors will not vote on any transactions where they are a related party;
a limitation on the Company's ability to enter into financing transactions involving convertible debt of the Company for a period of 12 months without the Investor's consent;
a limitation on the ability of the Investors to transfer any of the ordinary shares acquired by them for a period of 12 months; and
a participation right in favour of the Investors for so long as they own at least 9% of the outstanding ordinary shares, that will enable them to maintain their pro rata ownership in the Company in the event that the Company does dilutive offerings in the future, subject to certain exceptions.

The above is a summary of certain terms of the Relationship Agreement. For a complete understanding of the terms of the Relationship Agreement, investors or other interested parties should review the full text of the Relationship Agreement, a copy of which is available on SEDAR at www.sedar.com.


A good working relationship has already been established between the Company and the Investors who have provided valuable assistance to the Company to begin to:
Favorably resolve the detrimental issues the Company has been facing in Kazakhstan;
Obtain a bank loan from a reputable bank in Kazakhstan for the Company's subsidiary Tethys Aral Gas LLP to enable it to repay and restructure current loans and to fund operations;
Market the Company's gas sales for export;
Improve the pricing of Tethys' oil and gas products; and
Engage with the Company's current corporate lenders with a view to restructuring existing loan terms in order to improve cash flow.

[neilyb675] 29/11/2016 11:19

Howwwwwwwwwwwwww much longer !!!!!!👀

[casual47] 28/11/2016 23:42

Hard to say. They had nearly 7.5 million USD current "Trade and other receivables" end of September 30 so who knows how much of that they managed / will manage to turn into cash.

I'd be very surprised/shocked if they couldn't get through past Xmas.

[naimanka74] 28/11/2016 22:46

The placing is allowed under TSX, however the warrants are not (clearly defined), the up to 20% issuance without shareholder approval is meant to be used in crisis times, Tethys clearly are in a crisis, albeit self inflicted, however the warrants can be viewed as a control by stealth move (it can be argued) and therefore TSX approval not automatic nor guaranteed, so late money/approval most likely explanation for any delay. Any idea how long their (or I guess Olisols) money will last without any income?

[hguess16] 28/11/2016 20:07

LFDKMP,.
Isiah Berlin's essay on Tolstoy's view of history " The fox knows many things,but the hedgehog knows one big thing".
Hope my big idea comes to fruition !.

[lfdkmp] 28/11/2016 18:58

"This is not conjecture, but a sincere wish.."

Guaranteed then!

[temporarily insane] 28/11/2016 18:47

the_isolator, any chance you could post Olisols note?

[hguess16] 28/11/2016 17:38

As a PI, my hope is that the focus of the BOD is on asset based financing over a
five year period, as further dilution of Tethys equity is not a solution. I hope that
PAM, while still aiming to retain a degree of control, with a long term plan to
recover its investment in Tethys, would wish to conclude a transaction with a potential credible partner, who aligns its investment strategy with the interests of PAM and the PI's.
While I accept that the current cash flow in the company is affected by a series of short term "blunders" in the form of " borrowing short " in order to fund relatively medium term drilling/exploration operations, which has resulted in high borrowing costs and an unnecessary and unwarranted squeeze on its cash resources, it is now time for Bill Wells and his team to stop the " cash bleed", clear out the stable of the short term loans and focus the business on stability and growth of the Tethys business, which should reward PAM and the PI's in equal measure.
This is not conjecture, but a sincere wish and hope that the new team is now committed to a solution which promises and delivers rewards to its long suffering shareholders including PAM.

[the_isolator] 28/11/2016 17:35

lol maybe that's it casual

[casual47] 28/11/2016 17:14

Maybe Olisol have decided to give up on Oil and go in the Nigerian email scam business instead.....

might not be a bad idea

[the_isolator] 28/11/2016 17:10

he did say for us to meet up, mmm a trip to Kaz sounds very tempting but ill stick to the canaries for Christmas im pretty much certain to come back from there

[the_isolator] 28/11/2016 17:07

lol ive been there with uen and Oleg don't want to go there again

[casual47] 28/11/2016 17:07

I know for sure that Olisol have my email as I copied them in an earlier email with TPL but I haven't had any emails from them.

I feel jilted.

But then....I did ask in that email for all the Olisol folk to resign ASAP if they didn't cough up the money so.....maybe not that odd.

[casual47] 28/11/2016 17:03

the isolator -- you might get famous in Kaz! Perhaps Skripka plans to give the PI's view about the big bad awful TPL in the next installment of the Kaz online newspaper.

[neilyb675] 28/11/2016 16:59

Mmmmmmmmmmmmmmm

can you copy and paste the detail ???

[the_isolator] 28/11/2016 16:55

a mr Skripka interesting hey

[the_isolator] 28/11/2016 16:50

yes said he was troubled with what's happening at tpl and to give him a call

[the_isolator] 28/11/2016 14:49

Anyone had a email from certain people connected with olisol