Tethyan Completes Redomiciling to Canada

TETHYAN COMPLETES REDOMICILING TO CANADA

 

July 19, 2019 – Vancouver, Canada – Tethyan Resource Corp. (TSX-V: TETH) (“Tethyan” or the “Company”) is pleased to announce that the scheme of arrangement (the “Scheme”) for the redomiciling of Tethyan Resources plc (“Old Tethyan”) to British Columbia, Canada, has been completed. On July 18, 2019, Old Tethyan became a wholly-owned subsidiary of Tethyan. The shares of Tethyan will commence trading on the TSX Venture Exchange today under the symbol TETH. As a result of the Scheme, Tethyan is now a reporting issuer in British Columbia and Alberta, and Old Tethyan is seeking an order from the securities commissions to cease being a reporting issuer under Canadian securities laws. The redomiciling has not resulted in any material changes to the board, management, day-to-day conduct of the business of Tethyan or its strategy.

Under the Scheme, all of the ordinary shares of Old Tethyan have been exchanged for newly-issued common shares of Tethyan on a one-for-one basis. Holders of Old Tethyan shares on the record date of July 17, 2019, will receive a new Direct Registration System (“DRS”) Advice from Tethyan’s transfer agent, or have had their shares automatically exchanged if held through CDS. Upon receipt of a DRS Advice for their Tethyan shares, shareholders should destroy any outstanding Old Tethyan share certificates as they are no longer valid.

Tethyan has agreed to sign the necessary joint tax election form(s) in order for former shareholders of Old Tethyan who reside in Canada (the “Resident Canadian Shareholders”) to elect to obtain a full or partial tax deferral under Section 85 of the Income Tax Act (Canada) (the “Section 85 Election”) regarding a capital gain that may arise on the disposition of Old Tethyan shares pursuant to the Scheme. The deadline for submission of Section 85 Election forms to Tethyan is October 16, 2019. Resident Canadian Shareholders should consult their investment and tax advisors prior to making their Section 85 Election. More information regarding the Section 85 Election is available in the Scheme Circular dated June 3, 2019, which is available, along with the required tax election forms, on the Company’s website at www.tethyan-resources.com.

Outstanding warrant certificates of Old Tethyan continue to be valid, and when exercised in accordance with their terms, warrantholders will receive shares of Tethyan. Outstanding stock options of Old Tethyan will be exchanged for stock options in Tethyan, exercisable into Tethyan shares on the same terms and conditions as the Old Tethyan stock options. Holders of outstanding stock options will receive new stock option certificates from Tethyan, and upon receipt of these certificates, should destroy their Old Tethyan option certificates.

Tethyan has received an indicative confirmation from HM Revenue & Customs (“HMRC”), the UK tax regulator, that stamp duty relief can be granted to Tethyan in relation to the purchase of the Old Tethyan shares. Tethyan will now apply to HMRC for formal confirmation of relief from stamp duty, in accordance with UK tax legislation.

 

About Tethyan Resource Corp.

Tethyan Resource Corp., a member of the Augusta Group of Companies, is a precious and base metals mineral exploration company incorporated in British Columbia, Canada, and listed on the TSX Venture Exchange. Tethyan is focused on the Tethyan Metallogenic Belt in Eastern Europe, mainly Serbia, where it is acquiring and exploring a portfolio of quality precious and base metals projects with known mineralization and compelling drill targets. Tethyan emphasizes responsible engagement with local communities and stakeholders, and is committed to the proactive implementation of Good International Industry Practice (GIIP) and sustainable health, safety and environmental management. More information can be found on Tethyan’s website: www.tethyan-resources.com.

Contact

Tethyan Resource Corp.

+44 1534 881 885

Jerrold Annett, Chief Executive Officer

+1 416 366 5678 Ext. 207 | jerrold@tethyan-resources.com

Jacqueline Allison, Vice President, Investor Relations and Strategic Analysis

+1 416 366 5678 Ext. 205 | jacqueline@tethyan-resources.com

TSX Venture Exchange Disclaimer

Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This announcement may contain certain forward-looking statements. These forward-looking statements include all matters that are not historical facts. These forward-looking statements involve risks and uncertainties that could cause the actual results of operations, financial condition, prospects and the development of the sector in which Tethyan operates to differ materially from the impression created by these forward-looking statements. Tethyan does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Do not place undue reliance on forward-looking statements, which speak only as of the date of this news release.