Timan Share Discussion Threads

[richie1218] 29/1/2016 21:42

I'm guessing the next news we will be hearing will be to do with Geoterm, we have to get moving on the development of the licences as per the new agreement.

"For reasons stated above the Directors are particularly delighted to have been able to sign and register the new licence agreements with the Agency in June this year. The new licence agreements require Geoterm to develop and complete a new exploration development programme on both blocks by June 2016 and to start exploratory drilling by January 2017. The new licence agreements do not specify volumes of exploration drilling Geoterm to perform"

"The Board of Timan Oil and the management of Geoterm are presently working on
developing and approving with the relevant authorities the new exploration
development programme for both blocks"

[excell1] 29/1/2016 17:15

Must say that I am surprised and a little disappointed that Miami has not
written on here after recent developments,considering that he was one of the two main speakers at the recent meeting.

[kubok012] 28/1/2016 04:02

It wiuld be safer for us, minorities, to have neftisa as a shareholder at timan level, not at ngpt

[excell1] 27/1/2016 21:55

Meeting 4th Dec 2015. We quickly learned about that then.

[moormoney] 27/1/2016 11:35

Well it seems to me kubok if a no vote was passed we would have lost everything!
Adminstration was the next step, at least we have 25% of future production!!

[kubok012] 27/1/2016 11:23

Timan has lost its the only asset for nothing

[kubok012] 27/1/2016 11:15

Not now, ngpt is 25% owned by timan
These proceeds will be spent to develop the field of ngpt
Timan is still left with huge debt

[jaynealex] 27/1/2016 09:30

NGPT is a wholly owned subsidiary of TMAN ...so benefits accrue to Shareholders!

[kaos3] 26/1/2016 16:36

thank you for info

[kubok012] 26/1/2016 16:04

16,5mn will be invested into ngpt, not into timan. So shreholders will not get anything out of this deal

[jaynealex] 26/1/2016 15:28

So we are not going into Administration and we have a Farm Out agreement for a consideration of 16.5 m dollars , leaving us with 25 pc of what gets drilled

Anyone done the maths , whats 25pc likely to be worth and therefore what would a likely share price be if we were re-listed or bought out

[richie1218] 26/1/2016 14:47

Copied from the Timan web site.

TIMAN OIL & GAS PLC

(the "Company" or "Timan")

MINUTES OF THE GENERAL MEETING HELD ON 4 DECEMBER 2015

IN THE ELECTRA MEETING ROOM, FIRST FLOOR, THE CAVENDISH LONDON, 81 JERMYN STREET,

ST JAMES'S, LONDON SWIY 6JF

AT 10.00 A.M.

DIRECTORS PRESENT:

Dmitry Chalov (in the Chair)

Anteo Quintavalle

Mikhail Preobrazhensky

Bill Roberts

IN ATTENDANCE:

Stephen Page, Company Secretary

Dominic Prentis, Wragge Lawrence Graham & Co solicitors to the Company

Freddie de Boise, Wragge Lawrence Graham & Co solicitors to the Company

Oleg Shvander, Clyde & Co, Wragge Lawrence Graham & Co solicitors to the Company

Shaun Hand, Capita Registrars, the Company's registrars

Tom McCulloch, Capita Registrars, the Company's registrars

Colin Hardman, Smith & Williamson, Nominees and proposed Administrators

Konstantin Turtsevich, Timan finance director

1.

CHAIRMAN AND MINUTES

Omitry Chalov was elected to take the chair, declared that the Meeting had been properly convened and that a quorum was present.

It was agreed that Stephen Page would take the minutes of the Meeting.

Filename: Timon Oil GM 2015 Minutes 04 December 2015

Puge I of 4

2. MEETING

2.1 The Chairman reported that the Meeting had been convened to vote on the proposed ordinary resolution ("Resolution"):

"That for the purposes of an investment agreement ("Investment Agreement") between

Verelton Holdings Limited (the "Investor") and the Company, the contribution by the Investor of the aggregate sum of USD $16,500,000 (sixteen million five hundred thousand dollars) to the charter capital of the Company's wholly-owned subsidiary, Limited Liability Company Neftegazopromysloviye Technologii ("NGPT") and the allotment by NGPT of a share in its charter capital representing 75% of its entire charter capital be and is hereby approved and the Company be authorized to take all such action as is required pursuant to the Investment Agreement in its capacity as the sole member of NGPT in order to effect such contribution and allotment".

2.2 The Chairman invited Anteo Quintavalle to elaborate on the post-notice events, which he outlined as follows:

(a) the Company had filed a notice of intention to appoint an administrator ("Notice Of Intention") as a negative General Meeting outcome on the vote to approve the Resolution and inability to complete the Transaction (as defined in the Notice of General Meeting) could result in Timan being unable to pay its creditors and becoming insolvent. Should that be the case the Directors therefore may have no other option but to place the Company into administration. Anteo Quintavalle further explained that the Notice of Intention introduced a 10 business day moratorium during which any creditor was prevented from starting a legal action against the Company without the permission of the court; and

(b) the Company had received an indicative farm-out proposal on its Caspian off-shore blocks from Levant Group, the terms of which were not disclosed at the Meeting as they were at a preliminary stage.

2.3 Following this report from Anteo Quintavalle, the Chairman opened the Q&A section of the Meeting. All of the Directors participated actively in the Q&A session, with the majority of the questions being taken by the Chairman and Anteo Quintavalle. Technical questions on the Development Programme and other technical matters were taken by Bill Roberts, and Russia-specific questions were taken by Mikhail Preobrazhenskiy.

2.4 The Directors noted the following highlights of the Q&A session:

(a) The consensus amongst the majority of shareholders present was that:

(i) the farm-out arrangement available under the Transaction heralded a new
era in the ten-year history of the Company;

(ii) the Directors currently in office should be praised for achieving such a remarkable transaction in the current unprecedented oil price downturn and overall climate of political instability; and

Page 2 of

(iii) the Board was championing the cause of creating shareholder value, whilst at the same time preserving the rights of minority shareholders and being
mindful of Timan's creditors.

(b) The Directors also noted that the minority shareholders of Timan had requested that the Board should report to the shareholders on the terms of the loan agreement to finance the Development Programme once signed by NGPT and the Investor or such other party the Investor procures such loan from, and on progress of the Investor, or such other lender, in providing timely funding in line with the necessities of the Development Programme.

(c) The Directors further noted that the minority shareholders of Timan had requested that the Board should report to the shareholders on a regular basis on whether the Investor and Neftisa Oil Company were complying with their obligations under the Investment Agreement and relevant operatorship arrangements, and in particular that neither was abusing its majority position or infringing the rights of Timan, which would become a 25% minority in NGPT following the completion of the Transaction.

(d) The Directors noted that a solicitor representative of a larger shareholder had inquired on the details of the Transaction at some length and voiced a critical view and his concerns as to the benefits of the Transaction for the shareholder he was representing.

3. VOTING AND MEETING RESULT

3.1 Following a coffee break the Chairman invited the shareholders to cast their votes on the Resolution. The casting of votes was administered by Stephen Page, the Company Secretary, and Shaun Hand and Tom McCulloch, the representatives of Capita, the Company's registrars.

3.2 Once the votes had been cast, Shaun Hand informed the Meeting of the following voting

statistics:

(a) 29 members had attended the Meeting, in person, by proxy or by a representative, representing 386,026,259shares out of 437,223,905 shares in issue, representing some 88%;

(b) one member holding 76,232,715 shares abstained from voting its shares;

(c) of the 309,793,544 votes cast at the Meeting by 28 members, 27 members, representing some 189,724,361 shares, voted for the Resolution, and one member voted 120,069,183 shares against the Resolution.

3.3 Shaun Hand informed the Meeting on behalf of the Board that the Resolution had been passed by 61.24% of the applicable votes.

4. CLOSE

The Chairman thanked the shareholders for their attendance, input and voting, and gave a special vote Of thanks to the Companvs advisors for supporting it in bringing the Transaction to the shareholders.

There being no further business, the Chairman brought the meeting to a close.

Dmitry Chalov

Chairman of the General Meeting of Timan Oil & Gas Plc of 4th December 2015

[excell1] 15/1/2016 19:06

miamisteve
8 Dec'15 - 16:00 - 9781 of 9794 5 1


The meeting was held and the resolution was passed with a 62% majority.

Levants rep was the only vote opposed to the deal.

I met Dmitry yesterday before he flew to Moscow to conclude the transaction.

It is now our intention to call a CVA to settle with the final creditors and then to sell the assets of the company buy back shareholders stock.



What is the latest on your previous take please Miami.I would have thought that
things may have progressed further since your last update.Regards

[arthurdaley69] 11/1/2016 10:14

Hi All,

HNY

Miami, can you provide any update with regard to the mooted 5c a share buy back?

Is this official, is there a timetable?

Would love to get some clarification.

Regards

AD69

[geordy2] 07/1/2016 18:42

Have not kept up to date with the machinations at TMAN, I am just about to do my annual tax return can I now write these off and declare a loss for CGT purposes.

Thanks

G2

[fsu gold investor] 22/12/2015 22:55

Just catching up now. Not easy to follow developments as a US shareholder.

Thanks for the 678th time, Miami, for keeping us alive as minority shareholders.

Happy holidays to all.

[excell1] 22/12/2015 18:35

Well a Happy Christmas from me to all on this thread. Hopefully a more prosperous next year 2016.Well it can't be less so than the previous 7years.

[cl2201] 09/12/2015 07:11

Kubok012 - Where would the evidence be for this so-called 5c buyout price?

[kubok012] 09/12/2015 04:21

Great job, Chalov! Finally after 7 years when we 1st rejected bid from Kazmunai at 1$/share we got 5c bid from Russian oligarch!
5c buyout price!

[excell1] 08/12/2015 21:53

Thanks Miami.Sounds like good news at last.

So why was we told the meeting had been cancelled???

[richie1218] 08/12/2015 21:46

thanks Miami

[kaos3] 08/12/2015 17:33

but nothing about us patsys.

[arthurdaley69] 08/12/2015 16:58

Hi Miami,

That sounds great!

Any indication of a timescale or a level considered to buy back the shares?