Notice of EGM and Posting of Circular

TENGRI RESOURCES

 ("Tengri" or the "Company")

Posting of Circular and Notice of Extraordinary General Meeting

The Board of Tengri, the AIM Rule 15 Cash Shell, is pleased to announce that it is today posting a circular to Shareholders ("Circular") containing a notice convening an Extraordinary General Meeting of the Company to be held at 10.00 a.m. on 25 November 2016 at the offices of Peterhouse Corporate Finance Limited at 15-17 Eldon Street, London EC2M 7LA. The Chairman's Letter as set out in the Circular can be found at the end of this announcement.

The circular contains proposals for, inter alia:

- Change of Name of the Company to Forbes Ventures; and

- Share Sub-Division

A copy of the circular is available at www.tengriresources.co.uk

The definition in this announcement has the same meaning as they have in the circular.

For further information, please contact:

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

2016

Publication of this circular 1 November 

Latest time and date for receipt of Forms of Direction from Shareholders 10:00 a.m. 22 November

Latest time and date for receipt of Forms of Proxy from Shareholders 10:00 a.m. 23 November

Record Date 25 November

Extraordinary General Meeting 10:00 a.m. 25 November

Share Sub-Division becomes effective 28 November

Notes:

1. The dates set out at Expected Timetable and Principal Events above and mentioned throughout this circular are indicative only and may be adjusted by the Company, in which event details of the new dates will be notified to AIM and, where appropriate, to Shareholders.

2. Unless otherwise indicated, all times shown in this circular (including in the notes to the notice of Extraordinary General Meeting, the Form of Proxy and the Form of Direction) are references to London, UK time.

3. If the date of the Extraordinary General Meeting is adjourned or postponed, Forms of Proxy must be received by no later than 48 hours prior to the time of the adjourned Extraordinary General Meeting and Forms of Direction must be received by no later than 72 hours prior to the time of the adjourned Extraordinary General Meeting, provided that for the purposes of calculating the latest time by which Forms of Proxy and Forms of Direction must be received, Saturdays, Sundays and public holidays will be excluded.

SHARE CAPITAL STATISTICS

New Ticker FOR

To all Shareholder

Proposal for:

Share Sub-Division

And

Change of Name to Forbes Ventures

1. Introduction

As announced on 17 October 2016, the Company reached agreement with Robust Resources Limited ("Robust") whereby Robust has formally agreed to relinquish its entire loan of US$1.018m plus interest (the "Robust Loan") owing from the Company (the "Robust Settlement"). In return the Company agreed to pay Robust US$200,000 from current cash resources and to simultaneously sell to Robust its shareholding in gold exploration company Prospech Limited for a nominal value of £1. Tengri has also agreed to issue to Robust 4,300,000 ordinary shares of 5p each (the "Robust Shares") with such shares to be issued following the issue of this circular but before the date of the EGM. As a result of these transactions, and following the issue of this circular, Robust has irrevocably agreed to waive any and all claims relating to the Robust Loan and any associated indebtedness.

The Company also announced that Manish Karani had been appointed as a Director and that Allen Wang resigned from the Board.

Peterhouse Corporate Finance Limited ("Peterhouse") has raised £650,000 for the Company by way of an issue of unsecured and zero coupon convertible loan notes for the Company (the "Loan Note") to certain private investors (the "CULs Investors"). Upon conversion, the CULs Investors shall obtain new Ordinary Shares in the Company equivalent to 65.54% of the enlarged share capital of the Company, based on the current issued share capital of 113,918,497 ordinary 5p shares following the issue of the Robust Shares. Conversion and/or repayment may be at any time post issuance, at the sole behest of the CULs Investor, but in any event, to occur on or before 9 May 2017. Robust has the right to nominate third party investors to subscribe for up to £50,000 of the Loan Notes.

On 6 October 2016, it was announced that Peterhouse had 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 ("Placing"). 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 was undertaken at 5p, which represented a significant premium to the prevailing share price, in order to avoid the costs and administrative burden of reorganising the Company's share capital which would be necessary were the Placing undertaken at below 5p, being the nominal value of the shares, at that time.

As an AIM Rule 15 company, the Company intends to seek a single reverse takeover transaction, for which the Company proposes to look for a deal in the technology sector. Any reverse takeover transaction will be subject to approval by Shareholders at a separate extraordinary general meeting.

2. Extraordinary General Meeting

A Notice of Extraordinary General Meeting is set out at the end of this circular convening the EGM to be held at the offices of Peterhouse Corporate Finance Limited at 15-17 Eldon Street, London EC2M 7LA at 10:00 a.m. on 25 November 2016 at which the Resolutions will be proposed as ordinary and special resolutions.

The Company is now convening an Extraordinary General Meeting of the Company's Shareholders to propose a Share Sub-Division of the Company's share capital that will facilitate the Loan Note conversion so that the nominal value of the Ordinary Shares will be below the conversion price, disapplication of the pre-emption rights in connection with the Loan Note conversion and a Change of Name of the Company to Forbes Ventures. The Resolutions are inter-conditional, unless all of the Resolutions are passed, the proposals outlined will not pass.

Ordinary Resolutions

Resolutions 1 and 2, the disapplication of pre-emption rights in connection with the issue of Ordinary Shares on conversion of the Convertible Loan Note. The Company is also seeking a further additional disapplication of pre-emption rights at the Extraordinary General Meeting to give the Company additional flexibility in potentially raising further capital to meet its ongoing strategic and working capital requirements.

Special Resolutions

Resolution 3, in order to facilitate the Loan Note conversion, the par value of the Ordinary Shares needs to be reduced. Under Cayman Island law, the Company is prohibited from issuing Ordinary Shares at a discount to their nominal value. Accordingly, it will be necessary to sub-divide each existing Ordinary Share, into one New Ordinary Share of £0.001 and one Deferred Share of £0.0490, such that there will be 113,918,497 new Ordinary Shares of £0.001 each and 113,918,497 Deferred Shares of £0.0490 in issue respectively.

The Deferred Shares will be transferable only with the consent of the Company and will not be admitted to trading on AIM (or any other investment exchange). The holders of the Deferred Shares shall not, by virtue or in respect of their holdings of Deferred Shares, have the right to receive notice of any general meeting of the Company nor the right to attend, speak or vote at any such general meeting. Save as required by law, the Company need not issue share certificates to the holders of the Deferred Shares in respect of their holding thereof. In aggregate, the holders of Deferred Shares shall be entitled to receive up to £1.00 only as a preferred dividend or distribution. In addition, the Board may appoint any person to act on behalf of all the holders of the Deferred Shares to procure the transfer all such shares back to the Company (or its nominee) for £1.00.

The Deferred Shares will have little to no economic value.

Resolution 4, which will be proposed as a special resolution, seeks approval to change the name of the Company to Forbes Ventures.

3. Irrevocable Undertaking

Robust and Peterhouse Shareholders, have indicated to the Company that they intend to vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting in respect of their entire beneficial holdings of Ordinary Shares, which, following the issue of this circular, amount to 67,631,150 Ordinary Shares representing approximately 59.37% and 32,500,000 Ordinary Shares representing 28.53% respectively of the issued Ordinary Share capital as at the date of this circular.

4. Action to be taken

A Form of Proxy or a Form of Direction is enclosed for use, as applicable, in connection with the EGM. Whether or not Shareholders intend to be present at the meeting, they are requested to complete, sign and return the Form of Proxy or Form of Direction in accordance with the instructions printed thereon, as applicable, to the Company's registrars, Capita Asset Services c/o PXS, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU as soon as possible and, in any event, so as to be received not later than 10:00 a.m. on 22 November 2016 in the case of a Form of Direction and not later than 10:00 a.m. on 23 November 2016 in the case of a Form of Proxy. The completion and return of a Form of Proxy or Form of Direction will not preclude Shareholders' from attending the meeting and voting in person should they subsequently wish to do so.

If you hold your Depository Interest via CREST, you may vote using the CREST electronic proxy appointment service in accordance with the procedures set out in the CREST Manual (please also refer to the accompanying notes to the Notice of Extraordinary General Meeting set out at the end of this circular). Proxies submitted via CREST must be received by the Company's agent (Capita Registrars) by no later than 10:00 a.m. on 22 November 2016 (or, in the case of an adjournment, not later than 72 hours before the time fixed for the holding of the adjourned meeting).

5. Recommendation

The Directors consider the Resolutions to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolution to be proposed at the Extraordinary General Meeting.

Yours faithfully

Manish Karani

Non-Executive Chairman