FINCRAFT GROUP LLP UPDATES HOLDINGS OF TETHYS PETROLEUM LIMITED

ALMATY, Kazakhstan and TORONTO, Dec. 17, 2025 /CNW/ - Fincraft Group LLP ("Fincraft"), one of the largest shareholders of Tethys Petroleum Limited ("Tethys"), today announced that it has terminated two outstanding share purchase agreements providing for the purchase of 6,768,148 outstanding ordinary shares of Tethys (the "April Purchases") and has entered into a share purchase agreement providing for the purchase of 1,666,000 ordinary shares (the "Purchased Shares") of Tethys through a private purchase transaction (the "Purchase").

As a result of the terminations of the purchase agreements, Fincraft no longer has beneficial ownership of 6,768,148 ordinary shares of Tethys ("Ordinary Shares"), which represented approximately 5.9% of the Ordinary Shares issued and outstanding as of September 30, 2025.

The Purchased Shares represent 1.45% of the Ordinary Shares outstanding. Pursuant to the purchase agreements, the Purchased Shares will be acquired at a price of C$1.45 per Purchased Share, for an aggregate purchase price of C$2,415,700. The purchase of the Purchased Shares is subject to certain approvals and is expected to be completed during the first quarter of 2026.

Fincraft intends to transfer its existing 30,959,133 Ordinary Shares to FG Limited, a wholly-owned subsidiary of Fincraft. Prior to giving effect to the April Purchase terminations and the new Purchase, Fincraft owned an aggregate of 30,959,133 Ordinary Shares, representing approximately 26.95% of the issued and outstanding Ordinary Shares as of September 30, 2025. Fincraft also had outstanding agreements to purchase an additional 15,211,546 Ordinary Shares representing approximately 13.24% of the issued and outstanding Ordinary Shares pursuant to outstanding purchase agreements to acquire the additional Ordinary Shares, including the April Purchases. These agreements have not been completed.

After giving effect to the terminations of the April Purchases and the new Purchase, Fincraft will directly and indirectly own an aggregate of 30,959,133 Ordinary Shares, representing approximately 26.95% of the issued and outstanding Ordinary Shares and have outstanding agreements to purchase an additional 10,109,398 Ordinary Shares representing approximately 8.8% of the issued and outstanding Ordinary Shares.

Fincraft intends to acquire the Ordinary Shares for investment purposes. Fincraft has also proposed a transaction in order to acquire all of the outstanding Ordinary Shares not already owned by Fincraft (the "Proposed Transaction"). 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, the delisting of Tethys's 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 offer materials 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.

Fincraft's proposal 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 of Tethys (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. Fincraft's proposal 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.

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 to acquire securities pursuant to the Transaction was not made to any party located, in any province or territory of Canada. Notwithstanding the foregoing, the Transaction is intended to be consistent with an exempt take-over bid pursuant to the private agreement exemption as set out in section 4.2 of National Instrument 62-104 – Takeover Bids and Issuer Bids.

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