Issue of Equity and Further Proposals

TENGRI RESOURCES 

("Tengri" or the "Company")

ISSUE OF EQUITY

PROPOSED SETTLEMENT OF LOAN NOTES

PROPOSED CONVERTIBLE LOAN FUNDING

6 October 2016

The Board of Tengri, the AIM Rule 15 Cash Shell, announces that Peterhouse Corporate Finance Limited ("Peterhouse") has raised £100,000 for the Company through a placing of 2,000,000 ordinary shares of 5p each in the capital of the Company at a price of 5p per share (the" Placing" and "New Ordinary Shares"). The funds will be used for ongoing administrative expenses and to seek a reverse takeover transaction, with the Company being an AIM Rule 15 cash shell. The Placing is being undertaken at 5p, which represents a significant premium to the prevailing share price, in order to avoid the costs and administrative burden of reorganizing Tengri's share capital which would be necessary were the Placing undertaken at below 5p, being the nominal value of the shares.

Notwithstanding the receipt of the funds from the Placing, the Company will, subject to completion of the Robust Settlement, still have a net debt position of approximately US$1.1m.

The New Ordinary Shares will rank pari passu with the existing ordinary shares. Application has today been made for the New Ordinary Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and dealing in the New Ordinary Shares will commence on 11 October 2016. Following the lacing there are now 109,618,497 ordinary shares in issue.

The Company is also pleased to advise that it is in advanced discussions regarding the full repayment of all of the outstanding loan notes ("Loan Notes") held by Robust Resources Limited ("Robust"). In return for Robust relinquishing its Loan Notes in full, it is expected that the Company will agree to pay US$200,000 from existing cash resources to Robust and, simultaneously, sell to Robust the entire issued share capital of its 100% owned gold exploration subsidiary, Prospech Limited for a nominal value of £1 (the "Robust Settlement"). The repayment of the Loan Notes would leave the Company entirely debt-free and recapitalised via the Placing. It is expected that the Robust Settlement will be completed and announced imminently.

Further, Peterhouse is additionally seeking further funding for the Company in the form of a convertible loan note to raise up to £650,000 (the "CULs Investment"). Whilst there can be no certainty that this further funding will be completed or upon what terms, were it to do so, on terms acceptable to the Tengri Board, Peterhouse will be granted warrants over 7.5% of the issued share capital of Company at the time of the CULs Investment, with the exercise price to be determined on issue. Simultaneously with the Peterhouse warrant grant, and again conditional on the completion of the CULs Investment, Robust would also be granted warrants over 3% of the issued share capital of the Company immediately upon completion of the CUL Investment, with the exercise price to be determined ("Robust Warrant Grant").

Further announcements regarding the Robust Settlement, CULs Investment and Robust Warrant Grant will be made in due course.

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