Askar Yessenov Sells Ordinary Shares and Warrants of Tethys Petroleum to Jaka Partners and Gemini IT ConsultantsToronto, Ontario--(Newsfile Corp. - October 1, 2018) - Askar Yessenov ("Yessenov"), through Global Invest Service Capital, sold beneficial ownership and control of an aggregate of 31,965,976 ordinary shares ("Ordinary Shares") in the capital of Tethys Petroleum Limited (the "Corporation") and 48,075,000 Ordinary Share purchase warrants ("Warrants"). Of the Ordinary Shares and Warrants, Mr. Yessenov sold 15,982,988 Ordinary Shares and all of the 48,075,000 Warrants to Jaka Partners FZC ("Jaka") for proceeds of US$207,358.50 (the "Jaka Transaction") and sold 15,982,988 Ordinary Shares to Gemini IT Consultants DMCC ("Gemini") for proceeds of US$207,358.50 (the "Gemini Transaction", and with the Jaka Transaction, the "Transactions"). The aggregate proceeds to Yessenov for the sales under the Transactions were US$414,717.00.
Following completion of the Transactions, Yessnov will beneficially own and control 11,985,722 Ordinary Shares and 48,075,000 Warrants, representing approximately 8.8% of the outstanding Ordinary Shares of the Corporation on a partially diluted based on 683,245,122 Ordinary Shares outstanding (being 635,170,122 Ordinary Shares outstanding as advised by the Corporation plus 48,075,000 Ordinary Shares issuable on exercise of the Warrants that are still held by Yessenov following the Transactions).
Gemini's Ownership before and after the Gemini Transaction
The Ordinary Shares acquired by Gemini represent approximately 2.5% of the outstanding Ordinary Shares of the Corporation based on 635,170,122 Ordinary Shares outstanding (as advised by the Corporation). Following the completion of the Gemini Transaction, Gemini now owns, together with the 63,517,012 Ordinary Shares it owned prior to the Gemini Transaction, an aggregate of 79,500,000 Ordinary Shares or approximately 12.5% of the outstanding Ordinary Shares.
Jaka's Ownership before and after the Gemini Transaction
In addition to (and following) the Ordinary Shares and Warrants acquired by Jaka as part of the Jaka Transaction, on September 28, 2018, Jaka acquired US$1,351,964 aggregate principal amount of convertible debt of the Corporation (the "Convertible Debt") from Annuity and Life Reassurance Ltd. The Convertible Debt is convertible into Ordinary Shares at a conversion price of US$0.031, which if converted in full, would result in 43,611,741 Ordinary Shares (the "Conversion Shares") being issued to Jaka.
The Ordinary Shares and the Ordinary Shares underlying the Warrants acquired by Jaka pursuant to the Jaka Transaction, together with the Conversion Shares, represent on a partially diluted basis, approximately 14.8% of the outstanding Ordinary Shares of the Corporation based on 726,856,863 Ordinary Shares outstanding (being 635,170,122 Ordinary Shares outstanding as advised by the Corporation, 48,075,000 Ordinary Shares issuable upon exercise of the Warrants and the Conversion Shares).
Following the completion of the Jaka Transaction and the purchase of the Convertible Debt, Jaka now owns, together with the 63,517,012 Ordinary Shares it owned prior to the Gemini Transaction, an aggregate of 79,500,000 Ordinary Shares, 48,075,000 Warrants and the Convertible Debt, which, on a partially diluted basis (assuming exercise of all of the Warrants and conversion of all of the Convertible Debt) represents approximately 23.6% of the outstanding Ordinary Shares based on 726,856,863 Ordinary Shares outstanding (being 635,170,122 Ordinary Shares outstanding as advised by the Corporation, 48,075,000 Ordinary Shares issuable upon exercise of the Warrants and the Conversion Shares).
Jaka and Gemini Intention's
The acquisition of Ordinary Shares and Warrants by both Jaka and Gemini, as well as the Convertible Debt purchased by Jaka, were made for investment purposes. Neither Jaka nor Gemini have any plans related to any of the items enumerated in Item 5 of Form 62-103F1. However, each may, from time to time and depending on market and other conditions, acquire additional Ordinary Shares through market transactions, private agreements or otherwise, or may sell all or some portion of the Ordinary Shares, Warrants or Convertible Debt it owns or controls.
This press release is issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed with regulatory authorities in each of the jurisdictions in which the Corporation is a reporting issuer containing information with respect to the foregoing matters. A copy of the Early Warning Report filed by each of Yessenov, Jaka and Gemini will appear with the Corporation's documents on the System for Electronic Document Analysis and Retrieval and may be obtained upon request from the Corporation upon request. To the extent that the acquisition of the Convertible Debt is determined to be an indirect take-over bid for the Ordinary Shares, Jaka relies on the private agreement exemption in Section 4.2 of National Instrument 62-104 — Take-Over Bids and Issuer Bids, as there was only one seller of the Convertible Debt, and the purchase price was less than 115% of the market price of the Ordinary Shares.