TVI Pacific Inc. Announces Second Closing of Philippines Investment and Financing Transactions
TSX: TVI OTCQX: TVIPF
CALGARY, Jan. 10, 2014 /CNW/ – TVI Pacific Inc. (TSX:TVI) (OTCQX:TVIPF)
(“TVI” or the “Company“) announced today that it has completed a further closing (the “Second Closing“) of various investment and financing transactions involving Prime
Resources Holdings, Inc. (“PRHI“), following satisfaction of certain conditions outlined in the
definitive agreements executed by the Company, PRHI and others on
December 11(th), 2013. Those conditions included receipt of approval from the
Philippine Securities and Exchange Commission for an increase in the
authorized capital stock of TVI Resource Development Phils., Inc. (“TVIRD“). Additional information relating to the transactions with PRHI (the
“Transactions“) are set out in (i) the news releases disseminated by the Company on
December 11, 2013 and December 13, 2013, (ii) the Company’s December
20, 2013 material change report, and (iii) the December 11, 2013
investment agreement (the “Investment Agreement“) entered into between the Company, PRHI and others (which represents
the “umbrella” agreement between the Company and PRHI for the
Transactions), all of which have been filed with various securities
regulatory authorities in Canada and are available through SEDAR (under
the Company’s profile).
Highlights of the Second Close:
1. The release of all funds previously placed in escrow by PRHI, including: a. US $1.305 million, representing the balance of the subscription price for PRHI's investment in TVI International Marketing Limited ("TVIIM"), for which PRHI has received a second deferred non-voting share of TVIIM that is redeemable at par value; and b. US $11.35 million, representing the balance of the subscription price paid by PRHI to acquire newly issued voting shares of TVIRD. 2. A further US $4.3 million was advanced by PRHI (and placed into an escrow account), which represents the purchase price of voting shares in the capital of TVI Minerals Processing, Inc., a Philippine incorporated subsidiary of TVIIM.
At the first closing on December 13, 2013, PRHI invested US $1.545
million in TVIIM (through the purchase of one deferred non-voting share
of TVIIM (redeemable at par value)) and US $2 million in TVI (through
the purchase of 33,333,333 common shares of TVI at a price of US $0.06
per share). In addition, PRHI advanced US $2 million as partial
payment for its investment in TVIRD.
All funds advanced by PRHI (in connection with both closings) are
expected to be used by TVI group entities for working capital purposes
and to further advance various projects, as well as to undertake
certain restructuring transactions affecting members of the TVI group
of companies (including the repurchase of all the outstanding TVIRD
Class A shares). The Transactions, as outlined in the Company’s
December 11, 2013 news release and described in the Investment
Agreement, contemplate aggregate investments by PRHI of US $22.5
million. After giving effect to the Transactions, PRHI holds
approximately 5% of the total number of issued and outstanding common
shares of the Company and 68.42% of the total number of outstanding
voting shares of TVIRD.
The Transactions are expected to provide US $10.650 million to TVI and
US $11.850 million to TVIRD and various subsidiaries, each before tax
and related fees, while a net US $350,000 is expected to be used to
repurchase all of the outstanding TVIRD Class A shares.
After giving effect to the Transactions, TVI continues to indirectly
hold 30.66% of the issued and outstanding shares of TVIRD (through
TVIIM). (TVIRD remains the operator of the Agata and Pan de Azucar
joint ventures.) As well, the Company continues to directly hold (i)
its investment in shares of Mindoro Resources Ltd.; (ii) its investment
in shares of Foyson Resources Limited; (iii) its earning right in the
Amazon Bay project (Papua New Guinea); and (iv) its investment in
shares of TG World Energy Corp.
About TVI Pacific Inc.
TVI Pacific Inc. is a Canadian resource company focused on the
production, development, exploration and acquisition of resource
projects in the Philippines and elsewhere in Southeast Asia. TVI
Resource Development Phils., Inc. produces copper and zinc concentrates
from its Canatuan mine and is advancing its Balabag Gold-Silver
project. TVI is a direct or indirect participant/operator in several
joint venture projects in the Philippines and Papua New Guinea and also
has an interest in an offshore Philippine oil property.
About Prime Resources Holdings, Inc.
PRHI is a wholly-owned subsidiary of Prime Asset Ventures, Inc. (“PAVI“). PAVI is a holding corporation of utilities engaged in various
industries which include water distribution infrastructure, energy and
power generation as well as retail distribution, cable and antennae
television, and telecommunications.
The Toronto Stock Exchange has neither approved nor disapproved of the
information contained herein.
IMPORTANT INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
This news release contains certain forward-looking information (referred
to herein as “forward-looking statements”) within the meaning of applicable Canadian securities laws.
Forward-looking statements are often, but not always, identified by the
use of words such as “anticipate”, “plan”, “intend”, “estimate”,
“scheduled”, “expect”, “may”, “will”, “should”, or similar words
suggesting future activities or outcomes. In particular, this news
release includes forward-looking statements respecting certain
transactions provided for in definitive agreements entered into with
PRHI (the “Transactions”) and uses of the proceeds advanced by PRHI in connection with the
Transactions. Forward-looking statements relating to the Transactions
are based upon the terms of the definitive agreements entered into with
PRHI. Forward-looking statements respecting use of proceeds are based
upon various assumptions and factors, including, but not limited to,
the terms of the definitive agreements entered into with PRHI,
discussions between representatives of TVI and representatives of PRHI
and the current business plans, budgets and strategies of TVI and its
subsidiaries and affiliates, all of which are subject to change.
Forward-looking statements are subject to certain risks and
uncertainties that could cause actual events or outcomes to differ
materially from those anticipated or implied by such forward-looking
statements. With respect to the Transactions, those risks and
uncertainties include a failure to close one or more of the
Transactions on the terms outlined in the definitive agreements entered
into with PRHI due to the failure to satisfy one or more conditions,
such as conditions relating to the receipt of any necessary corporate
or regulatory approvals. Accordingly, readers should not place undue reliance upon the
forward-looking statements contained in this news release and such
forward-looking statements should not be interpreted or regarded as
guarantees of future outcomes.
The forward-looking statements contained in this news release are made
as of the date hereof and TVI does not undertake any obligation to
update publicly or to revise any of the included forward-looking
statements, except as required by applicable Canadian securities law. The forward-looking statements of TVI contained in this news release are
expressly qualified, in their entirety, by this cautionary statement. Various risks to which TVI, its subsidiaries and affiliates are exposed
in the conduct of their business are described in detail in the TVI’s
Annual Information Form for the year ended December 31, 2012, which was
filed on SEDAR on March 19, 2013, and is available at www.SEDAR.com.
SOURCE TVI Pacific Inc.