Tethys Petroleum Limited

Tethys Petroleum Limited

June 16, 2014 17:00 ET

Tethys Announces Completion of Second Tranche of USD 15 Million Equity Financing

GRAND CAYMAN, CAYMAN ISLANDS--(Marketwired - June 16, 2014) -


Tethys Petroleum Limited ("Tethys" or "the Company") (TSX:TPL)(LSE:TPL) announces today that a prospectus dated June 16, 2014 relating to the admission of 19,789,159 new ordinary shares in the capital of the Company ("Second Tranche Shares") to listing on the Official List and to trading on the London Stock Exchange ("Prospectus") has been approved by the UK Listing Authority and is available for viewing on the Company's website www.tethyspetroleum.com. In addition, a copy of the Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.

The approval and publication of the Prospectus is the last material condition to the placing announced by the Company on May 14, 2014. Application has been made to the Financial Conduct Authority for all the Second Tranche Shares to be admitted to the standard listing segment of the Official List and to the London Stock Exchange (the "LSE") for admission to trading of the Second Tranche Shares on the LSE's main market for listed securities (together "Admission"). It is expected that Admission will become effective on June 20, 2014 and that dealings in the Second Tranche Shares on the LSE's main market for listed securities will commence on this date. The 17,105,764 ordinary shares issued pursuant to allotments on May 20, 2014 and June 5, 2014 ("First Tranche Shares") were admitted to trading on the LSE May 20, 2014.

The Second Tranche Shares will, when issued, be credited as fully paid and rank pari passu with the existing ordinary shares in the capital of the Company, including the right to receive all future dividends and distributions declared, made or paid. The Second Tranche Shares represent approximately 6.25% of the Company's issued ordinary share capital prior to the issue of the Second Tranche Shares. The Company's enlarged issued ordinary share capital immediately following the issue of the Second Tranche Shares will be 336,452,667 ordinary shares.

The issue of the Second Tranche Shares to new and existing investors at GBP 0.24 per share will raise gross proceeds of USD 8.05 million. The first tranche and second tranche of the offering will together raise USD 15.0 million. The net proceeds of the placing will be used by Tethys for continued development of its Kazakh shallow gas programme. Further details on the use of proceeds are set out in the announcement dated May 14, 2014.

Important Notices

The Company engaged FirstEnergy Capital LLP and Cantor Fitzgerald Europe ("Placing Agents") as placing agents to raise up to USD 13,000,000 ("Placing") under the terms of a placing agreement ("Placing Agreement") and has agreements in place to raise USD 2,000,000 from new and existing investors by way of direct subscription ("Direct Subscription"). The Placing and Direct Subscription are together referred to as the "Offering".

The Placing Agents are each acting for the Company and for no-one else in connection with the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to customers of the respective Placing Agent nor for providing advice in connection with the Placing or any other matters referred to herein.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by either of the Placing Agents or by any of its affiliates or agents or brokers as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

This press release does not constitute an offer or a solicitation of an offer to buy, securities of Tethys in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. There will be no public offer of the securities described herein in the United States.

The new ordinary shares in the capital of the Company issued pursuant to the Offering were offered and sold in certain jurisdictions outside of Canada and may not be traded through the facilities of the Toronto Stock Exchange for a period of four months.

This press release contains "forward-looking statements" which may include, but is not limited to, statements with respect to the Offering and the use of proceeds. Such forward-looking statements reflect our current views with respect to future events and are subject to certain risks and uncertainties including the risk that the proceeds will not be sufficient to fund the continued development of the Kazakh shallow gas programme and the risk that this programme will not result in additional discoveries or production. See our Annual Information Form for the year ended December 31, 2013 available on sedar.com for a description of risks and uncertainties relevant to our business, including our exploration activities. The "forward-looking statements" contained herein speak only as of the date of this press release and, unless required by applicable law, the Company undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue or subscribe for, or the solicitation of an offer to buy, sell, issue or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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