TORONTO, Nov. 30, 2016 /CNW/ - Medgat Kumar ("Kumar") acquired beneficial ownership and control of an aggregate of 43,951,698 ordinary shares ("Ordinary Shares") in the capital of Tethys Petroleum Limited (the "Corporation") and 96,150,000 Ordinary Share purchase warrants ("Warrants"), pursuant to a non-brokered private placement, for an aggregate purchase price of US$700,001.11. Each Warrant entitles Kumar to acquire one additional Ordinary Share at a price of US$0.031 per Ordinary Share at any time for a period of three years following the closing. The Ordinary Shares acquired by Kumar represent approximately 9.0% of the Corporation's current issued and outstanding Ordinary Shares and the Warrants acquired represent 50% of the issued and outstanding Warrants of this particular class of warrants. On a partially-diluted basis, assuming the exercise of all Warrants held by Kumar, but no exercise of any securities convertible into or exchangeable for Ordinary Shares of the Corporation by any other party, Kumar would have ownership and control over 140,101,698 Common Shares of the Corporation, representing approximately 24.0% of the then issued and outstanding Common Shares. The Warrants contain a restriction on exercise to the effect that, unless and until approval of the disinterested shareholders of the Corporation is obtained, no Warrants may be exercised by Kumar on a date where the result of such exercise would be the issuance of Ordinary Shares that, together with the Ordinary Shares already owned by Kumar on such date, would be in excess of 20% of the number of issued and outstanding Ordinary Shares of the Corporation on such date. The Corporation has covenanted to Kumar to seek such disinterested shareholder approval within 60 days of closing. In the event that disinterested approval is not obtained, Kumar is entitled to a make-whole payment equal to the in-the-money value of unexercised Warrants on the date that shareholder approval fails to be obtained, payable in cash or a short-term, interest-bearing promissory note, at the option of the Issuer.
The acquisition of Ordinary Shares and Warrants by Kumar was made for investment purposes. Kumar may from time to time dispose of, or acquire, additional securities of the Corporation as circumstances warrant.
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 (the "Early Warning Report"). A copy of the Early Warning Report will appear with the Corporation's documents on the System for Electronic Document Analysis and Retrieval and may be obtained upon request from Bennett Jones LLP, 3400 One First Canadian Place, Toronto, ON M5X 1A4.
SOURCE Medgat Kumar
For further information: Chris Doucet, 416-777-7449