MARKET UPDATE - FINCRAFT GROUP LLP PROVIDES UPDATE ON PROPOSAL TO ACQUIRE TSX COMPANY TETHYS PETROLEUM

ALMATY, Kazakhstan and TORONTO, Nov. 18, 2025 /CNW/ - Fincraft Group LLP ("Fincraft"), one of the largest shareholders of Tethys Petroleum Limited ("Tethys"), today provided an update on its proposal to the Board of Directors of Tethys in respect of a proposed transaction pursuant to which Fincraft would, directly or indirectly, acquire all of the issued and outstanding ordinary shares of Tethys (the "Ordinary Shares") not already owned directly or indirectly by Fincraft. In a letter to the Special Committee of the Board of Directors of Tethys submitted on November 17, 2025, Fincraft has proposed an increased offer price of C$1.75 per Ordinary Share to be paid in cash (the "Proposed Transaction"). The proposed price represents a premium of 106% to the closing price of 0.85 CAD of the Ordinary Shares on the TSX Venture Exchange on September 12, 2025, the last trading day prior to Fincraft's initial proposal.

Since the initial proposal, Fincraft has been engaging with the Special Committee and responding to the Special Committee's inquiries.

Fincraft is well-capitalized and well-positioned to work with Tethys to complete the transaction in a timely manner and looks forward to continuing to work with the Special Committee.

Fincraft owns an aggregate of 30,959,133 Ordinary Shares, representing approximately 26.95% of the issued and outstanding Ordinary Shares. Fincraft also has outstanding agreements to purchase an additional 15,211,546 Ordinary Shares, representing approximately 13.24% of the issued and outstanding Ordinary Shares, pursuant to certain purchase agreements to acquire the additional Ordinary Shares. These agreements have not been completed. The foregoing percentages are based on 114,857,248 Ordinary Shares issued and outstanding, as reported by the Issuer in its management's discussion and analysis for the period ended September 30, 2025.

Fincraft has proposed the Proposed Transaction in order to acquire all of the outstanding Ordinary Shares not already owned by Fincraft. The Proposed Transaction could result in a number of actions, including a court-approved scheme of arrangement governed by Tethys' corporate statute or another corporate transaction involving Tethys, delisting of Tethys' securities from the TSX Venture Exchange and Kazakhstan Stock Exchange and Tethys ceasing to be a reporting issuer in Canada. Fincraft is expected to take actions in furtherance of the Proposal contained in its LOI or any amendment thereof. Fincraft may at any time, or from time to time, acquire or dispose of Ordinary Shares or other securities of Tethys in the future either on the open market, pursuant to an offer to acquire outstanding securities of Tethys, through a corporate transaction involving Tethys, in private transactions, through treasury issuances, exercises of convertible securities, or otherwise; propose, pursue or choose not to pursue the Proposed Transaction; change the terms of the Proposed Transaction, including the price, form of consideration, conditions, or scope of the transaction; take any action in or out of the ordinary course of business to facilitate or increase the likelihood of consummation of the Proposed Transaction; otherwise seek control or seek to influence the management and policies of Tethys; or change its intention with respect to any such matters, in each case, depending on a number of factors, including general market and economic conditions and other available investment opportunities.

Fincraft's proposal is a non-binding letter of intent, and entry into of definitive transaction documents with respect to the Proposed Transaction is subject to, among other matters, confirmatory due diligence satisfactory to Fincraft, agreement on transaction structure, the negotiation and execution of mutually acceptable definitive transaction documents, and the formal approval of the Proposed Transaction by the Board. Further, the consummation of the Proposed Transaction, even if definitive transaction documents are entered into, would be subject to customary closing conditions for transactions of this nature, including, among others, the receipt of shareholder approvals required under applicable securities laws, including Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, and court approval. Fincraft's proposal does not create any agreement, arrangement or understanding between Fincraft or other parties with respect to Tethys or the Ordinary Shares for purposes of any law, rule, regulation, agreement or otherwise, and will not until such time as definitive transaction documentation has been approved by the Board and entered into by the parties. There can be no assurance that a definitive transaction will result from the Proposed Transaction.

Depending on market, economic and industry conditions, the business and financial condition of Tethys, and other relevant factors, Fincraft may develop other plans or intentions in the future relating to Tethys.

Tethys' head office is located at 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands.

This news release is issued under the early warning provisions of applicable Canadian securities legislation. A copy of the early warning report filed in connection with the investment will be available on Tethys' profile on SEDAR+ at www.sedarplus.ca or may be obtained by contacting Timur Seilov at [phone]. The information contained in this news release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities laws. 

About Fincraft

Fincraft is a diversified holding company with extensive experience of successfully developing and operating businesses and assets in Kazakhstan, in particular in the energy and natural resources industries.

Fincraft operates in five key segments: oil & gas, mining & processing of metals, educational services, distressed asset management, and other activities.

It was established to facilitate the development of Kazakhstan's economy through the establishment of competitive production facilities, promote long-term economic growth and social stability, contribute to prosperity and progress, and ensure the preservation of a favorable environment and rational use of natural resources.

Fincraft is headquartered at Dostyk Avenue 300/26, Almaty, Kazakhstan A25D7Y.

SOURCE Fincraft Group LLP