FINCRAFT GROUP LLP SUBMITS A NON-BINDING LETTER OF INTENT TO ACQUIRE TSX COMPANY TETHYS, WHICH OPERATES IN THE OIL AND GAS SECTOR IN KAZAKHSTAN

ALMATY, Kazakhstan and TORONTO, Sept. 15, 2025 /CNW/ – Fincraft Group LLP (“Fincraft“), one of the largest shareholders of Tethys Petroleum Limited (“Tethys“), announced that it has submitted a non-binding letter of intent (“LOI“) to the Board of Directors of Tethys in respect of a proposed transaction pursuant to which Fincraft would, directly or indirectly, acquire all of the issued and outstanding ordinary shares of Tethys (the “Ordinary Shares“) not already owned directly or indirectly by Fincraft for a price per Ordinary Share of 1.38 CAD, to be paid in cash (the “Proposed Transaction“). The proposed price represents a premium of 62.35% to the closing price of 0.85 CAD of the Ordinary Shares on the TSX Venture Exchange on September 12, 2025 and provides aggregate consideration of 115,779,398.7 CAD to Tethys shareholders.

“As a significant shareholder of Tethys, we have spent the last few months in discussions with management, but have been disappointed by the lack of willingness to engage by the Tethys board of directors (“Board”) or provide Fincraft with representation on the Board.

Earlier this year, Fincraft, a Kazakhstan-based company operating internationally across markets in the United States, Europe and Asia, sought to nominate for election to the Board a highly qualified Kazakhstan-based director with significant on-the-ground experience in the Kazakhstan oil and gas industry.

Kazakhstan holds significant strategic oil and gas reserves, but it is one of the most technically challenging markets globally, requiring cutting-edge engineering, massive capital, and specialized know-how and experience — expertise that the Fincraft team has offered in good faith to Tethys.

Unlike Fincraft’s team, the majority of the current Board do not have any experience of operating in Kazakhstan, do not understand the uniqueness of the market and its particularities, and some have never even visited Kazakhstan or have had any experience of engaging with Kazakh local communities or stakeholders.

We believe, consistent with good industry practice, that a qualified, experienced local board member would have made a materially positive contribution to the functioning of the Board and growth and development of Tethys’ assets and business.

We believe that the actions taken at its recent annual general meeting to exclude certain legally outstanding Tethys Shares from voting were contrary to law, contrary to the reasonable expectations of Fincraft and other shareholders and caused loss and damage to Tethys and its shareholders.

Unfortunately, Tethys’ current Board have shown a frustrating unwillingness to prioritize shareholder value. They have resisted proposals to improve accountability and declined to implement the necessary changes to recover from their long-term underperformance. Instead, the Board has deployed self-interested and counterproductive defensive maneuvers that serve only to entrench current leadership, while continuing to miss targets and generate disappointing results.

The Board has also failed to make meaningful progress on its targets. It has been unable to demonstrate a clear, achievable path to realizing the full potential of Tethys’ business and assets.

This experience has been frustrating but has clarified the scale of the problem and reinforced the urgent need for Tethys to pursue an alternative path, which would involve demonstrable improvements in its operating performance and a refresh of the Board and executive team.

In light of (a) the governance, performance, operational, financial and strategy concerns noted above and continuing poor performance of Tethys, (b) uncertain energy price and geopolitical environment, and (c) substantial future capex requirement for Tethys, we believe that the only path forward to preserving value in Tethys and to ensure that shareholders and other Tethys stakeholders and local communities are fairly treated, is to provide this Proposal in respect of the Transaction.

In particular, the Transaction provides the loyal shareholders of Tethys with an attractive and significant upside to their investment, immediate liquidity and a unique exit opportunity.

Tethys would benefit significantly from operating as a private entity, which would provide several strategic advantages. As a private company, Tethys would have enhanced flexibility to pursue long-term strategic initiatives in Kazakhstan’s oil and gas sector without the constraints and costs associated with public company compliance and reporting requirements.

The private structure would enable more efficient capital allocation decisions, particularly given the capital-intensive nature of oil and gas exploration and production activities in Central Asia.

Furthermore, our existing significant shareholding position and deep understanding of Tethys’ assets, particularly the Kyzyloi shallow gas field and Kul-Bas block, and operating environment in Kazakhstan, position us uniquely to unlock additional value through strategic operational improvements and focused investment in high-potential opportunities.“

Fincraft owns an aggregate of 30,959,133 Ordinary Shares, representing approximately 26.95% of the issued and outstanding Ordinary Shares. Fincraft also has outstanding agreements to purchase an additional 15,211,546 Ordinary Shares, representing approximately 13.24% of the issued and outstanding Ordinary Shares, pursuant to certain purchase agreements to acquire the additional Ordinary Shares. These agreements have not been completed. The foregoing percentages are based on 114,857,248 Ordinary Shares issued and outstanding, as reported by the Issuer in its management information circular dated June 26, 2025.

Fincraft has proposed the Proposed Transaction in order to acquire all of the outstanding Ordinary Shares not already owned by Fincraft. The Proposed Transaction could result in a number of actions, including a court-approved scheme of arrangement governed by Tethys’ corporate statute or another corporate transaction involving Tethys, 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 in furtherance of the Proposal contained in its LOI or any amendment thereof. Fincraft may at any time, or from time to time, acquire or dispose of Ordinary Shares or other securities of Tethys in the future either on the open market, pursuant to an offer to acquire outstanding securities of Tethys, through a corporate transaction involving Tethys, in private transactions, through treasury issuances, exercises of convertible securities, or otherwise; propose, pursue or choose not to pursue the Proposed Transaction; change the terms of the Proposed Transaction, including the price, form of consideration, conditions, or scope of the transaction; take any action in or out of the ordinary course of business to facilitate or increase the likelihood of consummation of the Proposed Transaction; otherwise seek control or seek to influence the management and policies of Tethys; or change its intention with respect to any such matters, in each case, depending on a number of factors, including general market and economic conditions and other available investment opportunities.

The LOI is a non-binding letter of intent, and entry into of definitive transaction documents with respect to the Proposed Transaction is subject to, among other matters, confirmatory due diligence satisfactory to Fincraft, agreement on transaction structure, the negotiation and execution of mutually acceptable definitive transaction documents, and the formal approval of the Proposed Transaction by the Board. Further, the consummation of the Proposed Transaction, even if definitive transaction documents are entered into, would be subject to customary closing conditions for transactions of this nature, including, among others, the receipt of shareholder approvals required under applicable securities laws, including Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, and court approval. The LOI does not create any agreement, arrangement or understanding between Fincraft or other parties with respect to Tethys or the Ordinary Shares for purposes of any law, rule, regulation, agreement or otherwise, and will not until such time as definitive transaction documentation has been approved by the Board and entered into by the parties. There can be no assurance that a definitive transaction will result from the Proposed Transaction.

Depending on market, economic and industry conditions, the business and financial condition of Tethys, and other relevant factors, Fincraft may develop other plans or intentions in the future relating to Tethys.

Tethys’ head office is located at 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands.

This news release is issued under the early warning provisions of applicable Canadian securities legislation. A copy of the early warning report filed in connection with the investment 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. The information contained in this news release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities laws. 

About Fincraft

Fincraft is a diversified holding company with extensive experience of successfully developing and operating businesses and assets in Kazakhstan, in particular in the energy and natural resources industries.

Fincraft operates in five key segments: oil & gas, mining & processing of metals, educational services, distressed asset management, and other activities.

It was established to facilitate the development of Kazakhstan’s economy through the establishment of competitive production facilities, promote long-term economic growth and social stability, contribute to prosperity and progress, and ensure the preservation of a favorable environment and rational use of natural resources.

Fincraft is headquartered at Dostyk Avenue 300/26, Almaty, Kazakhstan A25D7Y.

SOURCE Fincraft Group LLP