This pre-commencement Schedule TO also constitutes Amendment No. 1 (the “Amendment”) to the Schedule 13D initially filed on January 10, 2008 (the “Original Schedule 13D”) by Liberty Capital International, Inc. and Mr. C. Cortland Hooper with respect to the Common Stock, par value $0.0006 per share, of Transmeridian Exploration, Inc. (the “Issuer”). Capitalized terms not otherwise defined herein have the meanings set forth in the Original Schedule 13D. Except as provided herein, this Amendment does not modify any of the information previously reported on the Original Schedule 13D.

THIS COMBINED SCHEDULE TO AND SCHEDULE 13D (AMENDMENT NO. 1) CONSTITUTES A PRE-COMMENCEMENT FILING AND, INSOFAR AS IT DESCRIBES A TENDER OFFER FOR THE COMMON STOCK OF THE ISSUER, IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR A SOLICITATION OF AN OFFER TO SELL ANY SHARES OF THE ISSUER’S COMMON STOCK OR OTHER ISSUER SECURITIES. ANY SOLICITATION AND ANY OFFER TO BUY SHARES OF THE ISSUER’S COMMON STOCK WILL BE MADE ONLY PURSUANT TO AN OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS TO BE DISTRIBUTED TO HOLDERS OF THE ISSUER’S COMMON STOCK. AT THE TIME THE EXPECTED TENDER OFFER IS COMMENCED, MERGER SUB (AS DEFINED IN THE ORIGINAL SCHEDULE 13D) WILL FILE THESE TENDER OFFER MATERIALS WITH THE SECURITIES AND EXCHANGE COMMISSION AND THE ISSUER WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT TO THE OFFER. ONCE FILED, THE ISSUER’S STOCKHOLDERS SHOULD READ THESE MATERIALS CAREFULLY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO THE OFFER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. THESE MATERIALS, AS WELL AS AMENDMENTS TO THIS SCHEDULE 13D THAT MAY BE FILED, WILL BE AVAILABLE FREE OF CHARGE AT THE SEC’S WEBSITE AT WWW.SEC.GOV OR FROM THE INFORMATION AGENT NAMED IN THE TENDER OFFER MATERIALS.

The information in Item 3 of Schedule 13D (Amendment No. 2) under the heading “Source of Funds under the JTA” is supplemented as follows.

Source of Funds Under the JTA

As discussed in the Original Schedule 13D, the JTA provides that LCI shall source and control all aspects of securing the financing to be made available to Bidco for the acquisition of the public shares of the Issuer, and that Mr. Olivier and LCI shall mutually agree upon any financing arrangements to provide debt financing to Bidco or equity financing in addition to that contributed to Bidco by the parties to the JTA. On January 31, 2008, the Issuer announced that it had extended the time for TMII to enter into such definitive financing documents until February 15, 2008. According to Amendment No. 3 to the Olivier 13D the Issuer has also provided TMII with a letter dated February 1, 2008 confirming that extension.

The information in Item 4 of the Original Schedule 13D is hereby supplemented as follows:

As described in the Original Schedule 13D, Merger Sub’s and TMII’s obligation to commence the Offer is subject to their execution of definitive documentation pursuant to which adequate financing will be made available to them to enable them to consummate the Offer and perform their other obligations under the Merger Agreement. TMII and Merger Sub have undertaken to use their reasonable best efforts to cause the satisfaction of this condition by the earliest practicable date. The Merger Agreement provides that if Merger Sub and TMII have not entered into such definitive documentation by January 31, 2008, the Issuer may terminate the Merger Agreement. TMII and Merger Sub may terminate the Merger Agreement if they have not entered into such definitive financing documents by February 29, 2008. On January 31, 2008, the Issuer announced that it had extended the time for TMII to enter into such definitive financing documents until February 15, 2008. According to Amendment No. 3 to the Olivier 13D, the Issuer has also provided TMII with a letter dated February 1, 2008 confirming that extension.

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