HONG
KONG, June 15, 2023 /CNW/ - A. Alshinbayev
reports a change in his ownership of securities of PetroTal Corp.
("PetroTal") (TSXV: TAL) (AIM: PTAL). On May 29, 2023, Meridian Capital International Fund
("MCIL") transferred its 37,500,000 common share purchase
warrants of PetroTal (the "Warrants") to YF Finance Limited
("YFF") for the aggregate purchase price of US$14,263,733.65 pursuant to a private
agreement (the "Warrant Transfer"). The
Warrants are exercisable at the discretion of the holder to acquire
37,500,00 common shares of PetroTal (the "Common Shares") at
a price of £0.16 per Common Share. If unexercised, the Warrants
expire on June 18, 2023. Following
the Warrant Transfer, as the sole shareholder of YFF and taking
into account the Common Shares issuable upon exercise in full of
the Warrants, Mr. Alshinbayev owned or exercised control or
direction over approximately 17.3% of the issued and
outstanding Common Shares. On June 9,
2023, YFF commenced the process of exercising the Warrants
in full prior to their expiry.
Immediately prior to the Warrant Transfer, Mr. Alshinbayev owned
or exercised control or direction over 115,379,100 Common
Shares, representing approximately 13.0% of the then issued and
outstanding Common Shares on a non-diluted basis. Following the
Warrant Transfer and taking into account the Common Shares
issuable upon exercise in full of the Warrant, Mr. Alshinbayev
owned or exercised control or direction over 152,879,100
Common Shares, representing approximately 17.3% of the issued and
outstanding Common Shares on a non-diluted basis.
On June 5, 2023, MCIL transferred
12,743,121 Common Shares to YFF for an aggregate purchase price of
US$7,478,753.28 and, on
June 12, 2023, MCIL transferred a
further 41,924,936 Common Shares to YFF for an aggregate purchase
price of US$17,489,617.04, each
pursuant to a private agreement (collectively, the "Share
Transfers"). Following the Share Transfers, YFF held
approximately 11.0% of the issued and outstanding Common Shares on
a non-diluted basis and was subject to the 10.0% threshold
requiring disclosure under National Instrument 62-103 – The
Early Warning System and Related Take-Over Bid and Insider
Reporting Issues ("62-103"). Also as a result of the
Share Transfers, Mr. Alshinbayev owned or exercised control or
direction over 23.5% of the issued and outstanding Common Shares.
The Share Transfers did not take place through the facilities of
any stock exchange or any other marketplace. The Share Transfers
were carried out in reliance on the private agreement exemption
under Section 4.2 of National Instrument 62-104 – Take-over Bids
and Issuer Bids ("NI 62-104"). Therefore, Mr.
Alshinbayev is subject to the 20.0% threshold requiring disclosure
under NI 62-104.
Immediately prior to the Share Transfers, YFF held 42,411,500
Common Shares, representing approximately 4.8% of the then issued
and outstanding Common Shares on a non-diluted basis. Following the
Share Transfers, YFF owned 97,079,557 Common Shares, representing
approximately 11.0% of the issued and outstanding Common Shares on
a non-diluted basis.
Immediately prior to the Share Transfers, Mr. Alshinbayev owned
or exercised control or direction over 152,879,100 Common
Shares, representing approximately 17.3% of the then issued
and outstanding Common Shares on a non-diluted basis. Following the
Share Transfers, Mr. Alshinbayev owned or exercised control or
direction over 207,547,157 Common Shares, representing
approximately 23.5% of the issued and outstanding Common Shares on
a non-diluted basis.
On June 14, 2023, YFF distributed 41,924,936 Common Shares
to its sole shareholder, Mr. Alshinbayev, pursuant to a dividend
in-kind (the "Dividend", and together with the Warrant
Transfer and the Share Transfers, the "Reportable
Events"). As a result of the Dividend, YFF owns
approximately 6.2% of the issued and outstanding Common Shares and
is no longer subject to the reporting requirements under NI 62-103.
Following the Dividend, Mr. Alshinbayev continues to own or
exercised control or direction over 23.5% of the issued and
outstanding Common Shares.
Immediately prior to the Dividend, YFF owned 97,079,557 Common
Shares, representing approximately 11.0% of the then issued and
outstanding Common Shares on a non-diluted basis. Following the
Dividend, YFF owned 55,154,621 Common Shares, representing
approximately 6.2% of the issued and outstanding Common Shares on a
non-diluted basis.
Immediately prior to the Dividend, Mr. Alshinbayev owned or
exercised control or direction over 207,547,157 Common Shares,
representing approximately 23.5% of the then issued and outstanding
Common Shares on a non-diluted basis. Following Dividend, Mr.
Alshinbayev continued to own or exercised control or direction over
207,547,157 Common Shares, representing approximately 23.5% of the
issued and outstanding Common Shares on a non-diluted
basis.
The Reportable Events were solely for investment management
restructuring purposes. Mr. Alshinbayev may take actions in the
future in respect of his security holdings in PetroTal based on the
then existing facts and circumstances, which actions could include,
without limitation, acquisitions or dispositions of Common Shares,
whether in the open market, by privately negotiated agreement or
otherwise.
PetroTal's head office is located at 11451 Katy Freeway, Suite
500, Houston, Texas,
United States, 77079.
This press release is being issued pursuant to NI 62-103,
which requires an early warning report to be filed under PetroTal's
profile on SEDAR (www.sedar.com) containing further information
respecting the foregoing matters. For a copy of such report or
further information, you may contact:
SOURCE PetroTal Corporation
