Financing and Director Appointments

Financing and Director Appointments

link:Financing and Director Appointments

November 21 2016

TETHYAN RESOURCES PLC

(the “Company” or “Tethyan”)

FINANCING AND DIRECTOR APPOINTMENTS

Overview

The board of Tethyan Resources PLC (the “Board”) is pleased to announce that Southern Arc Minerals Inc. (“Southern Arc”), a TSX-Venture Exchange listed company, has subscribed for 16,500,000 new ordinary shares in the Company at a price of CAD 3.6 cents per share, representing approximately 15.44% of the enlarged issued share capital of the Company (the “Southern Arc Subscription”).  The Southern Arc Subscription will raise CAD $ 594,000 (or approximately £353,570) before expenses, for the Company to, inter alia, further advance the Suva Ruda and Gokcanica projects in the Republic of Serbia.  These shares will be subject to a 4 month hold period as per Canadian securities law.

In addition, Southern Arc has agreed to purchase 14,653,967 ordinary shares in the Company from Newmont Ventures Limited (“Newmont Acquisition”) as part of becoming a strategic investor in the Company.  The Newmont Acquisition taken together with the 16,500,000 new ordinary shares acquired in the Southern Arc Subscription, represents approximately 29.15% of the enlarged issued share capital of the Company.

Details of the Transaction and on Southern Arc

Southern Arc is acquiring the new ordinary shares in the Company under the Southern Arc Subscription for investment purposes and as a strategic investor. Southern Arc will provide support to the Company in both its exploration and corporate activities, particularly in relation to a potential secondary listing on the TSX Venture Exchange.  The Board has agreed to start the process of listing on the TSX Venture Exchange which could potentially provide the Company with access to additional capital to fund its projects.

Southern Arc is a Canadian mineral exploration company (TSX-V:SA), focused on gold and copper-gold exploration. Southern Arc’s management team identifies undervalued or underexplored assets, acquires large prospective land positions, completes initial exploration to verify prospectivity, and then seeks out funding partners.  Southern Arc’s strategy is to take major strategic stakes in emerging junior exploration companies with promising early stage exploration projects. Southern Arc is a 43% shareholder in Japan Gold Corp., recently listed company on the TSX Venture Exchange (TSX-V: JG),  in addition to its holdings in Osisko Mining Inc. (TSX: OSK). 

As part of the Southern Arc Subscription, the Board has passed a resolution to appoint John Proust and Michael Andrews to the Board subject to the approval of the Company’s Nominated Adviser, and a further announcement will be made in due course. In addition, the Company agreed to:

–      grant Southern Arc a first right of refusal on a sufficient share of any further fundraisings undertaken by the Company for a period of 2 years to enable it to increase its holding to, and  maintain its interest at 29.9% of the issued share capital of the Company; and

–      use its commercially reasonable efforts to seek a listing on the TSX Venture  Exchange as soon as reasonably practicable following completion of the Southern Arc Subscription.

Southern Arc agrees to vote with the recommendations of the Board on all resolutions to be put to shareholders of the Company at the forthcoming general meeting.

Placing and General Meeting

As announced on 17 October 2016, the Company is seeking to raise further funds and a further announcement in this regard will be made shortly.  This further fundraising will be subject to the approval of shareholders of the Company of updated shareholder authorities.  The Southern Arc Subscription is being undertaken under existing shareholder authorities.  As noted above, Southern Arc has the right to acquire, in any offering or sale of any securities undertaken by the Company (subject to certain limited exceptions), such new ordinary shares as are required to increase or maintain its shareholding to or maintain such shareholding at 29.9% of the issued share capital of the Company.

Admission to AIM 

Application will be made for the 16,500,000 new ordinary shares issued to Southern Arc under the Southern Arc Subscription to be admitted to trading on AIM (“Admission”).  It is expected that Admission will become effective on or around 25 November 2016 at 8:00am.  The new ordinary shares will be issued as fully paid and will rank in full for all dividends and other distributions declared, made or paid after Admission and will otherwise rank on Admission pari passu in all respects with the existing ordinary shares. As per Canadian securities law the shares will be subject to a 4 month hold period. 

Total Voting Rights

Following Admission, the total number of ordinary shares in issue will be 106,859,829. The Company does not hold any ordinary shares in treasury.  Therefore, the total number of ordinary shares with voting rights will be 106,859,829. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority’s Disclosure and Transparency Rules.

About Tethyan

Tethyan is an AIM quoted junior exploration company exploring for copper and gold within the Tethyan mineral belt.  Tethyan has an experienced Board and technical team.  Currently Tethyan holds several licences in Serbia and is looking for other copper and gold projects in Eastern Europe, specifically Serbia and Bulgaria. Southern Arc (TSX-V: SA), a strategic investor in Tethyan, will hold 29.15% of the Company on completion of the Southern Arc Subscription and the Newmont Acquisition. Southern Arc brings considerable corporate and exploration experience to Tethyan.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

For further information please contact:

Tethyan Resources PLC

+44 1534 881 885

Peter Mullens (CEO)

pjm@tethyan-resources.com

Cairn Financial Advisers LLP

+44 (0) 207 213 0880

James Caithie / Sandy Jamieson

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