Tethys Share Discussion Threads

[hguess16] 13/6/2017 22:43

MountTeide,
I might add that the directors of Olisol do not understand nor appreciate the importance of adherence to good corporate governance.

As regards the KAZ set-up I take some comfort from last sentence on Para 3.6
" The Company has been notified by its legal adviser of an official ruling by the KAZ
authorities that the proceedings have now been cancelled due to a lack of evidence.

[dorset64] 13/6/2017 22:41

Agreed MT, this isn't the end of Olisol but I feel it is one step closer to it, which ever way the penny will fall as theres now not many options left for anyone, and in turn its good that Bill Wells brought in other 'heavy weights' in the area who ultimately have a bigger influence than Olisol.

[mount teide] 13/6/2017 21:59

Oilsol may be fools but are probably not complete idiots.

So, why pay for and convene an EGM when you don't have the votes to change anything and are certain to lose - makes no sense.

Sadly, I strongly suspect if they lose in Toronto, and they surely will, that Tethy's will probably not have heard the last of these lying gangsters and scam artists.

Never underestimate a thwarted gangster's ability to cause trouble in his own corrupt country; where corruption is high risk across most sectors, bribery rampant, and the government almost totally ineffective in curbing it.

And where deep-seated deficiencies in the rule of law remain a serious barrier to investment, by giving local gangsters like Olisol an uneven playing field to work with and exploit.

AIMHO/DYOR

[dorset64] 13/6/2017 21:19

Looks like the 'last chance saloon' for Olisol IMO.

They have now decided to pay for and convene an EGM. Most notably from tonights release is the last paragraph whereby it is now noted that all, as I understand it, all legal proceedings in Kaz have been halted by the Kaz authorities due to the lack of any evidence. This surely spells the end for Olisol as now losing a legal dispute in both countries, being outplayed by a 'greater force' in Kaz all the while the BoD's continue to put Tethys back on a firm setting.

The 'greater force' is not my wording but that of others as, it was explained to me, that our new partners have a lot of control in the area and without it being that way, Olisol would had easily by now had run Tethys out of town & into receivership, just in time for a shining light as in Olisol to come to Tethys rescue. Now things have turned complete circle on them, Karma indeed if this does play out this way.

So with Olisol convening this EGM by where they will lose the vote on every single aspect, and so they should, the Canadian authorities have found in favour of TPL by Olisol not even bothering to turn up in court and now with the last problem piece being thrown out of court in Kaz, there appears little left for Olisol to do that I can think of.

[dorset64] 13/6/2017 21:15

Tethys Petroleum Limited ("Tethys" or the "Company") (TSX:TPL) HEREBY GIVES NOTICE THAT an extraordinary general meeting (the "Meeting") of the holders of ordinary shares of the Company will be held at the offices of Borden Ladner Gervais LLP, Bay Adelaide Centre, East Tower, 22 Adelaide St W, Toronto, ON, M5H 4E3, Canada on July 28, 2017 at 11:00 a.m. (Eastern Daylight Time - local time in Toronto, Canada).

The Meeting has been convened pursuant to a Member's requisition made by Olisol Petroleum Limited ("Olisol") in accordance with Regulation 35(B) of the Articles of Association of the Company for the following purposes:

Resolutions 1.1 to 1.4 - Removal of Directors

To propose each of the following separate resolutions as ordinary resolutions of the Company, the removal of which shall take effect from the conclusion of the Meeting if the resolutions are approved:

1.1 to remove William P. Wells as a director of the Company;

1.2 to remove Medgat Kumar as a director of the Company;

1.3 to remove Adeola Ogunsemi as a director of the Company; and

1.4 to remove any person who became a director between May 23, 2017 and the date of the Meeting,

all as more particularly described and set forth in the management information circular of the Company to be mailed to shareholders (the "Circular").

Resolutions 2.1 to 2.5 - Appointment of Directors

To propose each of the following separate resolutions as ordinary resolutions of the Company, the appointment of which shall take effect from the conclusion of the Meeting if the resolutions are approved:

2.1 to elect Piers Johnson as a director of the Company;

2.2 to elect Bill Roberts as a director of the Company;

2.3 to elect Robert James Nash as a director of the Company;

2.4 to elect Vladimir Griguletsky as a director of the Company; and

2.5 if resolution 1.1 is approved, that a person to be nominated by Pope Asset Management (not being William P. Wells or Kenneth May) be appointed as a director of the Company,

all as more particularly described and set forth in the Circular.

Management and the Board of Directors will oppose the resolutions and management will be soliciting votes against all of the proposed resolutions.

The details of all matters proposed to be put before shareholders at the Meeting will be set forth in the Circular. At the Meeting, shareholders will be asked to vote on the resolutions, all as more particularly described in the Circular. To be approved, each resolution must be approved by a majority of the votes attached to the ordinary shares held by shareholders present in person or by proxy at the Meeting. Apart from Resolution 2.5, which is conditional on the approval of Resolution 1.1, the resolutions are not conditional on each other, so any or all of the resolutions may be approved even if the others are not.

Only shareholders of record as of June 28, 2017, the record date, will be entitled to receive notice of the Meeting and to attend and vote at the Meeting. Each outstanding ordinary share will entitle the holder thereof, as of the record date, to one vote at the Meeting.

Resolutions Excluded from the Business of the Meeting

Olisol also requested that the following resolutions be included in the business of the Meeting, however, the Board of Directors, following receipt of legal advice, does not regard these proposed resolutions as being appropriate matters for decision by the shareholders and those resolutions have therefore been properly excluded from the notice of the Meeting for the reasons set out below.

3.1 Resolution to re-list on the London Stock Exchange

This is a matter for decision by the Board of Directors of the Company. The Board decided to apply to the United Kingdom Listing Authority ("UKLA") to cancel the standard listing of the Company's ordinary shares (the "Shares") from the Official List of the UKLA and the cancellation of trading in the Shares on the Main Market of the London Stock Exchange (together, the "Cancellation"), following a determination by the Company, and after taking legal advice, that the costs of maintaining a dual listing on the London and Toronto stock exchanges was unnecessarily expensive for a company of Tethys' size and that following the Cancellation, the Shares would continue to trade on the Toronto Stock Exchange which should provide shareholders with liquidity and places sufficient corporate governance requirements upon the Company. Further, the Company's conclusion, that the London listing be cancelled, was supported by the limited trading and liquidity of the Shares on the London Stock Exchange (meaning that limited benefit was brought by that listing).

3.2 The Board of Directors to report to the shareholders on the performance of the Company and provide details of commercial contracts

The Company complies with Canadian securities laws and relevant accounting rules in disclosing material information. The information being sought by Olisol is already required to be disclosed by those laws and accounting rules or is confidential in nature and not appropriate (or required) for disclosure and not a matter for shareholders to vote on.

Further, as previously disclosed, on January 26, 2017 Tethys and each of its Kazakhstan subsidiaries commenced legal action against Olisol, Olisol Investments Limited, Eurasia Gas Group LLP ("EGG") (a company affiliated with Olisol) and certain of their respective principals in the Court of Queen's Bench of Alberta. The legal action was to seek, among other things, damages arising from failure to meet contractual obligations under an Investment Agreement and damages arising from unlawful interference with Tethys' business activities, including issuing erroneous press release information about Tethys as alleged. Tethys intends to enforce its rights and legitimate interests to the fullest extent permitted by law, to protect its shareholders, investors, assets, investments, management and employees.

3.3 The Board of Directors be authorised to remove Kenneth May as Chief Executive Officer

This is a decision for the Board of Directors and the current board supports Kenneth May in his role as Chief Executive Officer. If a new board is elected, they can determine what changes to the management of the Company they feel are appropriate.

3.4 The Board of Directors of the Company shall take all necessary steps to cause the Company's indirect subsidiary, TethysAralGas LLP, to comply in all respects with the terms of the joint venture agreement between it, Eurasia Gas Group LLP, and Aral Oil Terminal LLP dated March 26, 2012

The Company does not believe there is a valid agreement between the parties referred to above.

The Aral Oil Terminal LLP ("AOT") is a joint venture between Olisol Investments Limited, the parent company of Olisol, and a Tethys subsidiary, Transcontinental Oil Transportation SPRL.

The General Director of the AOT is Alexander Skripka. Mr. Skripka is also the owner of EGG. He is also a joint owner and Director of Olisol and he is the representative who signed the Member's requisition on behalf of Olisol.

TethysAralGas LLP ("TAG") formerly sold oil to EGG under an oil sales agreement. Legal title to the oil passed to EGG when it took delivery of the oil at the wellsite. EGG was responsible for transportation and used trucks to transport the oil to the AOT where it was loaded to rail cars. EGG paid a fee to the AOT for oil transshipment services.

Accordingly, there was previously a contractual relationship between TAG and EGG for the sale of oil and a separate unrelated contractual relationship between EGG and the AOT for oil transshipment services. There is no contractual relationship, or indeed any requirement for a contractual relationship, between TAG and the AOT since legal title for oil sold by TAG passes to EGG at the wellsite. As there is no joint venture between TAG, EGG and AOT, there is no aspect of the relationship between TAG, EGG and AOT to be placed before shareholders at the Meeting.

3.5 Revocation and rescission of resolutions passed at the Extraordinary General Meeting of the Company held on January 27, 2017

The January meeting was properly constituted and held and voted on by shareholders, so it is not open to revote on the matter.

3.6 Directors to report to shareholders on nature and status of criminal proceedings against management of the Company's indirect subsidiary, TethysAralGas LLP

As previously disclosed, the proceedings referred to were initiated by Alexander Abramov, the former co-Chairman of Tethys and a joint owner of Olisol, in his capacity as Chairman of the Company but without consultation with, or approval by, the rest of the Board of Directors. Mr. Abramov was removed from the Board by a majority vote and in accordance with the Company's Articles of Association. As previously disclosed, the Board believes the allegations were improperly made and led to a raid on the Company's offices in Kazakhstan by armed law enforcement officers, the seizure of computer equipment and records and the interrogation of employees. The Company has been notified by its legal adviser of an official ruling by the Kazakh authorities that the proceedings have now been cancelled due to a lack of evidence.

[temporarily insane] 13/6/2017 19:22

Todays trades on TSX. They continue to ttp....... a trade of 10.....LOL.

[hguess16] 12/6/2017 18:43

IMO, the decision by the Canadian Court against Olisol and its enforcement globally will have significant implications for KZ authorities incl its regulatory, legal, commercial relations and investment climate if they fail to implement the findings.
Olisol would also have to contend with the fallout, if it fails to abide by the Court's decision.

[casual47] 12/6/2017 18:08

It's one thing to get a Canadian court decision go against Olsiol, it's another getting it enforced in Kaz.

Olisol is finding it much easier to sabotage TPL from within Kaz.

Adding gas wells and turning a profit will make all these sideshows much easier to deal with.

Before that there is the 7.5 million loan from AGR to sort out this month. Shouldn't be long to get news on that.

[hguess16] 12/6/2017 18:01

Dorset,
Thanks. This is very interesting news !.
It could also explain the raesom why Tethys issued the RNS on 8 June re the current status on the drilling progress and consolidation/relocation to Aktobe.
The failure of Olisol to turn up in Canadian Courts also provides evidence for Tethys
in the dispute/case in the KAZ courts and strengthens its case in overturning Olisol's appeal.
Olisol has displayed a lack of knowledge/experience in dealing in international disputes in its failure to defend its case.
The challenge that Tethys appears to face in the dispute with Olisol is local and that could be quite a challenge based on Olisol's influence in KAZ.

[ratfan] 12/6/2017 17:10

Thanks for the info Dorset. Never straightforward with this one is it!

[dorset64] 12/6/2017 16:55

I understand that with a court date set in Canada to hear the case Olisol Vs Tethys on June 1st, Olisol failed to show up in court. By Canadian law this failure to attend court is an admission of guilt, and acceptance that the case will be found in favour of TPL.

Furthermore I understand the next step is to now go back before the judge in order to determine the damages that he will raise in favour of Tethys, and against Olisol. As for the court cases in Kaz, first found in favour of TPL, then appealed by Olisol of which they won and visa versa. Negotiations are ongoing as can be expected by the complicated Kaz court structure.

My theory is that the conflict with Olisol will go on late into the night and perhaps for many moons to come. If they refuse to budge then I do not see how things can be settled to everyones satisfaction. They requested as their settlement claim that the whole BoD's of TPL resign and for them, Olisol to take over the running of the company, that I believe is their aim.

I have faith in these directors and trust them with their decisions to be in the best interests of the company given the current situation with Olisol. To me, if the Canadian courts rule in our favour, which they have to now and award sizeable damages, just how big are Olisol, can they afford to pay up even if they were inclined to?

If we can start the new drilling within days as already stated, increase both our Oil & Gas output & therefore revenues, along with 'finding' a new buyer and enter into new contracts, then I believe to a degree we can carry on without Olisol being anything other than a shareholder like the rest of us, albeit a large one. That said it would be better for all if a amicable solution is/was found for everyones sake.

[pembury] 12/6/2017 14:55

low mkt cap for a poss 2,500bopd
stocks out there multiple values of this that produce zero

[wrighty46] 12/6/2017 14:42

Grrr lol early days. Let's get drilling.

[dorset64] 12/6/2017 11:38

Interesting to note that given Olisol has put forward a motion to have an EGM to discuss their requests/claims etc, that they have not even bothered to contact shareholders.

In order for them to hold the EGM, they must firstly confirm that they will be paying all costs associated with it, including a written document fully outlining their questions/demands and for it to be sent/posted/emailed to ALL current shareholders on the register.

Olisol have not accepted or performed any of the above tasks to date and therefore, their request for the EGM will fall on deaf ears and as such, there currently will not be an EGM.

[temporarily insane] 12/6/2017 10:35

Confidence is brewing over on Stockhouse........

[redstone64] 10/6/2017 09:33

Yesterday's close on TSX was 0.03 CAD which is around 1.76 pence as the last trade was a buy. The sell price was only 0.025 CAD which is around 1.45 pence. So a move in the right direction but will it be maintained? There was also over 5 mil of volume and a lot of sells in that. Still looks like there are a few sellers (3 mil) waiting at 0.03 CAD from the ask size shown on Stockhouse so we need a bit more buying interest to break out. I expect it will take a while for that to be shaken out. Just IMO.

[ratfan] 10/6/2017 09:12

The tpl shares have re appeared in my hargreaaves landsdown account with a price in sterling of 1.76 so at least a bit of upward movement!

[wrighty46] 09/6/2017 17:55

Well I'm a bit more confident than anytime in the past few years. GLA

[mostro] 09/6/2017 17:46

Lets hope for some action!! with a holding of near 100,000 of this f'ers from 2012 I could do with about 2 years of good news flow!

[hguess16] 09/6/2017 13:41

News to date !.

ESP performing well as expected
Relocation and Consolidation on schedule
Gas Drilling Programme commences next week

Expectations for the future

"Problems and challenges are many !.
New Opportunities to reduce cost base and make improvements !.
Cost savings to be used to improve revenues !.
Financial impact could be very significant !."

Future prospects for the Many, not the few !.