Tristan Oil Ltd. (the "Company") announced that in connection with the proposed sale (the “Sale”) of the Company, Kazpolmunay LLP (“KPM”) and Tolkynneftegaz LLP (“TNG”) to Cliffson Company S.A. (the “Buyer”), the equity holders of the Company, KPM and TNG (collectively, the “Sellers”) and the Buyer have agreed to extend the time that the parties have to satisfy certain closing conditions, including, but not limited to:
While the necessary consents and approvals from the Kazakh authorities have yet to be obtained, the Buyer and Sellers have made progress in obtaining them and the Company now intends to launch the consent solicitation as soon as practicable.
Additional waivers, consents and or amendments under the Indenture may be sought in the consent solicitation at the request of the Buyer, which is controlled by the Assaubayev family from Kazakhstan. The Assaubayev family has various business interests, including a number of oil and gas investments in Kazakhstan and a 20.9% interest in KazakhGold Group Limited, the largest gold mining company in Kazakhstan, which is listed on the London Stock Exchange.
If the consent solicitation is launched prior to receipt of the necessary Kazakh consents and approvals, the proposed waivers and amendments will only become operative upon receipt of the Kazakh consents and approvals.
The complete terms and conditions of the consent solicitation and the proposed waivers and amendments will be set forth in a consent solicitation statement to be provided to the holders of the Notes.
The Company also announced that the audit of its financial statements for the year ended December 31, 2009 has been completed and the Company expects to make available its financial report for the year ended December 31, 2009 by no later than May 28, 2010. The Company and its external auditors require additional time to complete the review of the Company’s financial statements for the three months ended March 31, 2010. The Company expects to make available its financial report for the three months ended March 31, 2010 by May 31, 2010. In connection with the consent solicitation, the Company will seek a waiver of any defaults under the Indenture for failure to timely provide its financial reports.
This press release is for informational purposes only. It does not constitute a solicitation of consents.
Certain statements in this press release constitute forward-looking statements or statements which may be deemed or construed to be forward-looking statements, including without limitations, statements about the anticipated completion of the transactions contemplated herein or the timing thereof. These forward-looking statements involve and are subject to known and unknown risks, uncertainties and other factors which could cause actual results, timing, performance, or achievements to materially differ from the future results, timing, performance, or achievements expressed or implied by forward-looking statements. Although the Company believes the expectations reflected in its forward-looking statements are reasonable and are based on reasonable assumptions, no assurance can be given that these assumptions are accurate or that these expectations will be achieved or will prove to have been correct. Moreover, the Company's forward-looking statements may be affected by known and unknown risks, events or circumstances that may be outside the Company's control.
Contact:
Tristan Oil Ltd.
Artur Lungu, +373 69602130
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Adrian Golomoz, +373 68005591