Update Regarding C$9.8 Million Private Placement with Olisol

Source: www.gulfoilandgas.com 10/27/2016, Location: South America

Tethys Petroleum Limited (TPL) announces that the previously announced C$9.8 million private placement with Olisol Investments Limited and Olisol Petroleum Limited (together "Olisol") has not closed by the October 27, 2016 outside date under the Amended and Restated Investment Agreement dated April 28, 2016 ("Investment Agreement"). Tethys took all steps required to close the private placement and was ready, willing and able to do so, however, Olisol failed to provide Tethys with any of the C$9.8 million purchase price required to purchase the subscription shares under the Investment Agreement. Therefore, Tethys considers Olisol to be in breach of the Investment Agreement and reserves all of its legal rights.

Olisol has now sent a letter claiming that it is entitled to terminate the Investment Agreement as a result of a Material Adverse Change (as defined in the Investment Agreement) having occurred. In addition, Olisol has also demanded immediate repayment, in full, of the outstanding US$5.7 million of working capital indebtedness under the terms of the Facility Agreement between Tethys and Olisol dated November 19, 2016 ("Facility Agreement") as Olisol is alleging an event of default under the Facility Agreement. Tethys disagrees with Olisol that it has the right to terminate the Investment Agreement and further disagrees that there has been an event of default under the Facility Agreement and that the amount is repayable.

On October 26, 2016 the Company was notified of a claim lodged by Eurasia Gas Group LLP ("EGG") in the Almaty City Court against the Company's subsidiary Tethys Aral Gas LLP ("TAG"). EGG is seeking an award equivalent to US$2.6 million at current exchange rates for the alleged failure by TAG to deliver certain minimum volumes of crude oil to EGG.

EGG is a company whose principal is also a principal of Olisol. EGG's claim follows TAG's recent formal notification to EGG requiring it to settle long overdue unpaid oil sales debts of US$1.3 million within 10 days or TAG would take Court action against EGG to recover those debts.

The Company's view is that the claim is without merit or substance as TAG has no contractual obligation to deliver minimum volumes of crude oil to EGG, nor is there any penalty clause in contracts entered into between TAG and EGG for failure to deliver minimum volumes of crude oil. The Company is also of the view that EGG has not followed correct legal process which requires it to notify the Company at least 30 days prior to filing a claim with the Court. A preliminary Court hearing date has been set for November 1, 2016. As a consequence of EGG's Court claim the bank accounts of TAG have been blocked. Tethys reserves all of its legal rights.


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Related Articles: Accounting, Statistics  Acquisitions and Divestitures  Asset Portfolio Management  Economics/Financial Analysis  General  Industrial Development  Insurance  Investment  Mergers and Acquisitions  Risk Management 


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