ALMATY, Kazakhstan and TORONTO — December 17, 2025 — Leads & Copy — Fincraft Group LLP (Fincraft), a major shareholder of Tethys Petroleum Limited (Tethys), has terminated two share purchase agreements for 6,768,148 ordinary shares of Tethys and entered a new agreement to purchase 1,666,000 ordinary shares through a private transaction.
The termination means Fincraft no longer has beneficial ownership of the 6,768,148 ordinary shares, representing about 5.9% of the outstanding shares as of September 30, 2025.
The newly purchased shares represent 1.45% of the outstanding ordinary shares. The shares will be acquired at C$1.45 per share, for a total of C$2,415,700. The purchase is subject to approvals and is expected to be completed in the first quarter of 2026.
Fincraft plans to transfer its existing 30,959,133 ordinary shares to FG Limited, a wholly-owned subsidiary. Before these changes, Fincraft owned about 26.95% of outstanding ordinary shares as of September 30, 2025. It also had agreements to purchase an additional 15,211,546 ordinary shares, representing about 13.24% of the outstanding shares, which have not been completed.
After the terminations and new purchase, Fincraft will directly and indirectly own 30,959,133 ordinary shares, about 26.95% of the outstanding shares, and have agreements to purchase an additional 10,109,398 ordinary shares, about 8.8% of the outstanding shares.
Fincraft intends to acquire the ordinary shares for investment purposes and has proposed a transaction to acquire all outstanding ordinary shares not already owned. This could lead to a court-approved scheme of arrangement, another corporate transaction involving Tethys, the 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 to further this proposal.
Fincraft may acquire or dispose of ordinary shares or other Tethys securities in the future, propose or not pursue the proposed transaction, change its terms, take actions to facilitate the transaction, seek control or influence Tethys’ management and policies, or change its intentions, depending on market conditions and investment opportunities.
The proposal is a non-binding letter of intent, and definitive transaction documents are subject to confirmatory due diligence, agreement on transaction structure, negotiation and execution of acceptable documents, and board approval. Consummation of the proposed transaction is subject to customary closing conditions, including shareholder approvals and court approval. The proposal does not create any agreement until definitive documentation is approved by the board and entered into by the parties. There is no assurance that a definitive transaction will result.
Depending on market conditions, Tethys’ business and financial condition, and other factors, Fincraft may develop other plans relating to Tethys.
The transaction is not subject to securities legislation applicable to formal bids as the seller of the purchased shares is not located, and the offer was not made to any party located, in any province or territory of Canada. It is intended to be consistent with an exempt take-over bid pursuant to the private agreement exemption.
Tethys’ head office is located at 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands.
A copy of the early warning report will be available on Tethys’ profile on SEDAR+ at www.sedarplus.ca or may be obtained by contacting Timur Seilov at +7 (727) 355-0151.
About Fincraft
Fincraft is a diversified holding company with experience in developing and operating businesses in Kazakhstan, particularly in energy and natural resources. It operates in oil & gas, mining & processing, education, distressed asset management, and other activities.
It was established to develop Kazakhstan’s economy through competitive production facilities, promote economic growth and social stability, contribute to prosperity, and ensure environmental preservation and rational use of resources. Fincraft is headquartered in Almaty, Kazakhstan.
Contact: Timur Seilov, +7 (727) 355-0151
Source: Fincraft Group LLP
