Mr. John Bell reports
TETHYS PETROLEUM PRESS RELEASE FRIDAY, MAY 22, 2015 - CONVERTIBLE FINANCING UPDATE
In addition to the recently announced $7.5-million (U.S.) convertible debenture financing, Tethys Petroleum Ltd. has entered into an agreement in respect of
the issue and sale of an additional convertible debenture as described below.
Additional convertible loan signed
Financing:
unsecured convertible loan facility
Principal: $1.7-million (U.S.)
Term: two years
Interest rate: 9 per cent per year
Conversion price: 10 U.S. cents
Lender: Annuity and Life Reassurance Ltd. (ALR)
The additional convertible debenture agreement has been entered into with ALR, an
insurance company, the assets of which are managed by Pope Asset Management LLC
(PAM). ALR currently holds warrants to acquire 23,333,333 ordinary shares in Tethys,
as detailed in the announcement by the company on March 10, 2015. PAM currently
controls the voting rights over approximately 19 per cent of the shares in the company. The
transaction is on similar terms to the convertible debenture financing announced on
May 15, 2015, and is subject to customary closing conditions.
Pursuant to the terms of the debenture, ALR will not be entitled to exercise any right of
conversion that would result in the issuance of more than 10,320,980 new ordinary
shares until such time as the approval of the company's disinterested shareholders has
been obtained if and to the extent required under the rules of the TSX. In the event that
the exercise of the conversion rights would result in ALR and its affiliates together with
PAM exercising control or direction over 20 per cent or more of the issued and outstanding
ordinary shares of the company, such exercise will be subject to approval of the
registered office: 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9007, Cayman Islands.
The debenture is redeemable prior to maturity for an amount equal to the principal
outstanding together with any accrued interest and an early redemption fee of 3.5 per cent of
the principal amount to be redeemed. The debenture contains event of default
provisions, including as a result of the failure to obtain any required governmental
approvals to the conversion of the debenture.
John Bell, executive chairman, said,
"We are very pleased to have now received all the funds on the $7.5-million (U.S.) convertible
with AGR Energy and, alongside this, to have secured additional funding and the support
of Pope Asset Management, our largest shareholder, as we continue to progress the
strategic review."
Bill Wells, president of Pope Asset, said:
"We are pleased to have the opportunity to be able to participate on this placement. The
investment by AGR Energy not only helps provide needed short-term capital but also
provides a potential new in country partner that may be of great strategic benefit to
Tethys. We are hopeful an agreement can be reached that will help put Tethys on a path
for success."
We seek Safe Harbor.
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