Tesla Announces Equity Compensation for Shareholder Guarantee

Symbol: TXL

Stock Exchange: TSX

CALGARY, Dec. 23, 2015 /CNW/ - Tesla Exploration Ltd. ("Tesla" or the "Company") wishes to announce that further to Tesla's press release of September 9, 2015, and its unaudited financial statements for the three and nine months ended September 30, 2015, whereby it announced that Matco Investments Ltd. ("Matco"), the Company's largest shareholder, had agreed to provide a guarantee in the amount of $2.5 million (the "Guarantee"), in favour of the Company's lender, which becomes operative in certain circumstances, Tesla has received conditional approval from the Toronto Stock Exchange ("TSX")  to issue incremental equity consideration to Matco in consideration for the provision of the Guarantee.

Matco provided the Guarantee in favor of the Company's lender to facilitate the successful extension of Tesla's credit facility agreement with its lender (the "New Facility"). Subject to being a demand loan, the New Facility expires June 30, 2016 and the Guarantee expires July 4, 2016.  The Guarantee becomes operative to fund certain lease and interest payments to the Company's lender in the event that the Company is unable to.  The Guarantee is secured by accounts receivable of the Company that are not being used to secure any of the New Facility. Amounts drawn on the Guarantee are subject to an initial interest rate equal to 10% per annum and undrawn amounts are subject to a standby fee equal to 4.5% of the Guarantee amount per annum.  In addition, incremental equity consideration of $251,456.59 will also be issued to Matco for provision of the Guarantee through the issuance of 349,731 common shares in Tesla from treasury at the price of $0.719 per common share.  The price of $0.719 per common share represents the volume weighted average trading price on the TSX for the 30 calendar days ended November 25, 2015.

The terms of the Guarantee, including the incremental equity consideration, was negotiated and recommended for approval by an independent committee of the Company's board of directors.

Forward-looking Statements

Certain information set forth in this press release, including management's assessment of the Company's future plans and operations, contains forward-looking statements, which are based on the Company's current internal expectations, estimates, projections, assumptions and beliefs, which may prove to be incorrect. Some of the forward-looking statements may be identified by words such as "expects", "anticipates", "believes", "projects", "intends", "continues", "estimates", "objective", "ongoing", "may", "will", "should", "might", "plans" and similar expressions. These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements are based on current expectations, estimates and projections that involve a number of known and unknown risks and uncertainties, which may cause the Company's actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. These include, but are not limited to, the risks outlined in the "Business Risks" section of the Company's MD&A for the three and nine months ended September 30, 2015.

The information contained in this press release should not be considered all-inclusive as it excludes changes that may occur in general economic, political and environmental conditions. The Company cautions that actual performance will be affected by a number of factors, many of which are beyond its control. Investors are cautioned against attributing undue certainty to forward-looking statements. The forward-looking information and statements contained in this press release speak only as of the date hereof and, subject to its obligations under applicable law, the Company does not intend, and does not assume any obligation, to update these forward-looking statements if conditions or opinions should change.

About Tesla

Tesla provides seismic land data acquisition in a multitude of environments in Canada through Tesla Exploration Partnership, in the U.S.A. through Tesla Exploration Inc., in South and Central America through Tesla Exploration Trinidad Ltd., Tesla Exploration Colombia S.A.S. and Tesla Do Brasil Geotecnia Ltda., which was incorporated in 2014 to explore offshore opportunities off the coast of Brazil. Tesla serves other markets in Europe and Africa through Tesla Exploration International Limited. Tesla has an international data processing office in the United Kingdom. Tesla Offshore LLC operates geophysical hazard surveys and provides positioning services for construction and diving operations in the Gulf of Mexico and internationally using its own vessel and other chartered vessels. Tesla trades on the TSX under the symbol "TXL".

SOURCE Tesla Exploration Ltd.

For further information: Requests for shareholder information should be directed to: Mr. Richard Habiak, President and CEO, (403) 216-0990; Mr. Graham Reid, Vice President and CFO, (403) 692-4602


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Tesla Exploration Ltd.

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