A. Alshinbayev Announces Acquisition of Common Shares of PetroTal Corp.

HONG KONG, June 15, 2023 /CNW/ - A. Alshinbayev reports a change in his ownership of securities of PetroTal Corp. ("PetroTal") (TSXV: TAL) (AIM: PTAL). On May 29, 2023, Meridian Capital International Fund ("MCIL") transferred its 37,500,000 common share purchase warrants of PetroTal (the "Warrants") to YF Finance Limited ("YFF") for the aggregate purchase price of US$14,263,733.65 pursuant to a private agreement (the "Warrant Transfer"). The Warrants are exercisable at the discretion of the holder to acquire 37,500,00 common shares of PetroTal (the "Common Shares") at a price of £0.16 per Common Share. If unexercised, the Warrants expire on June 18, 2023. Following the Warrant Transfer, as the sole shareholder of YFF and taking into account the Common Shares issuable upon exercise in full of the Warrants, Mr. Alshinbayev owned or exercised control or direction over approximately 17.3% of the issued and outstanding Common Shares. On June 9, 2023, YFF commenced the process of exercising the Warrants in full prior to their expiry.

Immediately prior to the Warrant Transfer, Mr. Alshinbayev owned or exercised control or direction over 115,379,100 Common Shares, representing approximately 13.0% of the then issued and outstanding Common Shares on a non-diluted basis. Following the Warrant Transfer and taking into account the Common Shares issuable upon exercise in full of the Warrant, Mr. Alshinbayev owned or exercised control or direction over 152,879,100 Common Shares, representing approximately 17.3% of the issued and outstanding Common Shares on a non-diluted basis.

On June 5, 2023, MCIL transferred 12,743,121 Common Shares to YFF for an aggregate purchase price of US$7,478,753.28 and, on June 12, 2023, MCIL transferred a further 41,924,936 Common Shares to YFF for an aggregate purchase price of US$17,489,617.04, each pursuant to a private agreement (collectively, the "Share Transfers"). Following the Share Transfers, YFF held approximately 11.0% of the issued and outstanding Common Shares on a non-diluted basis and was 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 ("62-103"). Also as a result of the Share Transfers, Mr. Alshinbayev owned or exercised control or direction over 23.5% of the issued and outstanding Common Shares. The Share Transfers did not take place through the facilities of any stock exchange or any other marketplace. The Share Transfers were carried out in reliance on the private agreement exemption under Section 4.2 of National Instrument 62-104 – Take-over Bids and Issuer Bids ("NI 62-104"). Therefore, Mr. Alshinbayev is subject to the 20.0% threshold requiring disclosure under NI 62-104.

Immediately prior to the Share Transfers, YFF held 42,411,500 Common Shares, representing approximately 4.8% of the then issued and outstanding Common Shares on a non-diluted basis. Following the Share Transfers, YFF owned 97,079,557 Common Shares, representing approximately 11.0% of the issued and outstanding Common Shares on a non-diluted basis.

Immediately prior to the Share Transfers, Mr. Alshinbayev owned or exercised control or direction over 152,879,100 Common Shares, representing approximately 17.3% of the then issued and outstanding Common Shares on a non-diluted basis. Following the Share Transfers, Mr. Alshinbayev owned or exercised control or direction over 207,547,157 Common Shares, representing approximately 23.5% of the issued and outstanding Common Shares on a non-diluted basis.

On June 14, 2023, YFF distributed 41,924,936 Common Shares to its sole shareholder, Mr. Alshinbayev, pursuant to a dividend in-kind (the "Dividend", and together with the Warrant Transfer and the Share Transfers, the "Reportable Events"). As a result of the Dividend, YFF owns approximately 6.2% of the issued and outstanding Common Shares and is no longer subject to the reporting requirements under NI 62-103. Following the Dividend, Mr. Alshinbayev continues to own or exercised control or direction over 23.5% of the issued and outstanding Common Shares.

Immediately prior to the Dividend, YFF owned 97,079,557 Common Shares, representing approximately 11.0% of the then issued and outstanding Common Shares on a non-diluted basis. Following the Dividend, YFF owned 55,154,621 Common Shares, representing approximately 6.2% of the issued and outstanding Common Shares on a non-diluted basis.

Immediately prior to the Dividend, Mr. Alshinbayev owned or exercised control or direction over 207,547,157 Common Shares, representing approximately 23.5% of the then issued and outstanding Common Shares on a non-diluted basis. Following Dividend, Mr. Alshinbayev continued to own or exercised control or direction over 207,547,157 Common Shares, representing approximately 23.5% of the issued and outstanding Common Shares on a non-diluted basis. 

The Reportable Events were solely for investment management restructuring purposes. Mr. Alshinbayev may take actions in the future in respect of his security holdings in PetroTal 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.

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. For a copy of such report or further information, you may contact:

SOURCE PetroTal Corporation

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