CALGARY,
AB, July 5, 2024 /CNW/ - TVI Pacific Inc.
(TSXV: TVI) (OTC Pink: TVIPF) ("TVI" or the
"Company") is pleased to announce the receipt of the
principal amount of $428,846.00 (the
"Loan") under the Company's previously announced funding
commitment agreement (the "Funding Commitment Agreement")
with Prime Resources Holdings, Inc. (the "Lender"); that all
resolutions presented for approval at the annual general and
special meeting of shareholders (the "Meeting") held on
June 27, 2024 were duly passed; and
certain appointments and resignations of its executive management
team following conclusion of the Meeting.
Promissory Note
In accordance with the terms of the Funding Commitment
Agreement, the Lender advanced the Loan to TVI and evidenced by an
unsecured interest-bearing promissory note (the "Note"). The
Note accrues interest at a rate of prime plus 2.0% per annum and,
subject to certain acceleration events, matures in December 2025.
As of the date hereof, $741,632.36 has been advanced to the Company
under the Funding Commitment Agreement. The Company intends to use
the proceeds of the Loan to fund certain accrued expenses and for
working capital and general corporate purposes.
Meeting Results and Changes in Management Team
In addition, TVI is pleased to report that shareholders approved
all matters presented at the Meeting. A total of 313,063,414
common shares representing 42.97% of TVI's issued and outstanding
common shares were voted at the Meeting. Each of the matters voted
upon at the Meeting was set forth in the Company's management
information circular dated May 28,
2024.
The Company is pleased to welcome Rex A.
Camit, Edsel M. Abrasaldo,
Eugene T. Mateo, Johnny C. Felizardo, and Yolanda L. Coronel-Armenta to its board of
directors.
Immediately upon conclusion of the Meeting, Clifford M. James resigned from his role as
President and Chief Executive Officer of TVI, and Patrick B. Hanna resigned as TVI's Chief
Financial Officer. In connection with the resignations, the Company
is pleased to announce the appointments of Love D. Manigsaca as Chief Financial Officer and
Michael G. Regino as President and
Chief Executive Officer, effective immediately.
Mr. Regino is the Managing Director of TVIRD and the Senior Vice
President and Chief Operating Officer of St. Augustine Gold and
Copper Ltd. Prior to these roles, he served as the President and
Chief Executive Officer of the Philippines Social Security System
(SSS), the state-run institution managing the social insurance
program for the private, professional and informal sectors in
the Philippines. With three
decades of experience in business development, corporate finance,
and marketing, Mr. Regino has worked across diverse industries
including mining, real estate development, and construction. He
graduated cum laude from Ateneo De Zamboanga University with a
degree in Bachelor of Arts, major in Economics, and holds a Master
of Business Administration from Ateneo de Manila
University.
Mr. Love D. Manigsaca currently
serves as the Director for Finance & Special Projects of TVI
Resource Development (Phils), Inc. Prior to this role, he was
the President at Greenstone Resources Corporation, the Mineral
Production Sharing Agreement (MPSA) holder of the Siana and Mapawa
Gold Projects under Red 5 Limited (ASX: RED) management. He
also contributed to the academia as a former Assistant Professor in
the School of Management at the University of
the Philippines in Mindanao. Mr. Manigsaca is a Certified
Public Accountant (Philippines),
Certified Management Accountant, Certified Financial Modeler and
Valuation Analyst, Certified Capital Markets and Securities
Analyst, and Certified Global Business Analyst. Mr. Manigsaca
graduated with a Bachelor of Science degree major in accounting
from Xavier University, Philippines and a Master of Business
Administration degree from Durham
University, England, UK.
Related Party Transactions
The Lender is a "related party" of the Company, and the Loan,
the entering into the Note and matters relating thereto (the
"Transactions") are considered to be "related party
transactions" within the meaning of Multilateral Instrument 61-101
- Protection of Minority Security Holders in Special
Transactions ("MI 61-101") requiring the Company, in the
absence of exemptions, to obtain a formal valuation and minority
shareholder approval, of the related party transactions.
Pursuant to Sections 5.5(b) and 5.7(1)(f) of MI 61-101, the
Company relied on exemptions from the formal valuation and minority
shareholder requirements, respectively, as, in addition to no
securities of the Company being listed or quoted on certain
specified exchanges, the Loan is a non-convertible loan obtained on
reasonable commercial terms that is not less advantageous to the
Company than if the Loan were obtained from a person dealing at
arm's length and not repayable, directly or indirectly, in equity
or voting securities of the Company or a subsidiary.
The Transactions were approved by the board of directors of the
Company (the "Board"), who are independent for the purposes
of the Note, being all directors other than Messrs. James, Regino,
and Manuel Paolo Villar. Neither the
Company nor, to the knowledge of the Company after reasonable
inquiry, the Lender, have knowledge of any material information
concerning the Company or its securities that has not been
generally disclosed. No special committee of the Board was
established in connection with the Transactions as the entire Board
was engaged in respect thereof, and, other than Messrs. James,
Villar and Regino, who abstained from voting on the Transactions,
no materially contrary view or abstention was expressed or made by
any director of the Company in relation thereto.
Neither the Company nor any director or senior officer of the
Company has knowledge, after reasonable inquiry, of any prior
valuation in respect of the Company that relates to the subject
matter of or is otherwise relevant to the Transactions, which has
been made in the 24 months prior to the date of this News Release.
The Company did not file a material change report more than 21 days
before the expected closing as the details of the Transactions were
not finalized until immediately prior to its issuance, and the
Company wished to close the Transactions as soon as practicable for
sound business reasons.
About TVI Pacific Inc.
TVI Pacific Inc. is a Canadian resource company focused on
mining projects in the
Philippines, one of the most prolifically mineralized
countries in the world. TVI maintains a strong presence in
the Philippines through its 30.66%
equity interest in TVIRD, a Philippines corporation. Through TVIRD, TVI
has ownership in TVIRD's 100%-owned Balabag gold/silver mine, a
currently producing mine, and is focused on ramping-up to
commercial production at TVIRD's recently restarted 100%-owned
Siana gold mine. TVIRD also has in its portfolio of projects its
100%-owned Mapawa project (gold), a 60% indirect interest in the
Mabilo project (a copper-gold-iron skarn deposit that offers
potential for multi-metal products, namely copper, gold and silver,
with by-products magnetite and pyrite), and a 60% interest in Agata
Mining Ventures Inc. (nickel/iron DSO mine).
IMPORTANT INFORMATION REGARDING FORWARD-LOOKING
STATEMENTS
Certain information set out in this News Release constitutes
forward-looking information. Forward-looking statements are often,
but not always, identified by the use of words such as "seek",
"anticipate", "plan", "continue", "estimate", "expect", "may",
"will", "intend", "could", "might", "should", "believe",
"scheduled", "to be", "will be" and similar expressions.
Forward-looking statements in this News Release include, but are
not limited to: statements and information concerning the Company's
intended use of the proceeds from the Note; the Company's future
activities and operations; and the terms of the Note, including
acceleration thereof.
Forward-looking statements in this News Release are based
upon the opinions and expectations of management of the Company
and, in certain cases, information supplied by third parties as at
the effective date of such statements. Although the Company
believes that the expectations reflected in such forward-looking
statements are based upon reasonable assumptions and that
information received from third parties is reliable, it can give no
assurance that those expectations will prove to have been
correct.
Forward-looking statements are subject to certain risks and
uncertainties (known and unknown) that could cause actual outcomes
to differ materially from those anticipated or implied by such
forward-looking statements. These risks and uncertainties include,
but are not limited to, the Company being unable to use the
proceeds of the Note as described; legal or regulatory impediments
regarding the Note, accrued and unpaid interest thereon; the
Company defaulting on the Note or the Funding Commitment Agreement
and consequences thereof; the proceeds being insufficient for the
Company's purposes; the acceleration of maturity of the Note in
accordance with the terms thereof upon the occurrence of certain
events; the Company's inability to repay the Note on its maturity
date or at all; the Company being unable to raise additional funds
on terms acceptable to the Company or at all; the availability of
future drawdowns under the Funding Commitment Agreement; the value
of the Company's assets; the availability of distributions to the
Company from its joint venture interest in TVIRD and results of
operations thereof; liquidity and results of operations; and
general risks such as changes in commodities and base metal prices
general economic conditions in the
Philippines and elsewhere, litigation, legislative,
environmental and other judicial, regulatory, political and
competitive developments, geopolitical risk, delays or failures to
receive Board, shareholder or regulatory approvals, operational
risks, risks related to meeting the continued listing requirements
of the TSX Venture Exchange, those additional risks described in
detail in the Company's Annual Information Form for the year ended
December 31, 2023, which was filed on
SEDAR+ on April 29, 2024, and is
available under the Company's profile at www.sedarplus.ca, and
other matters discussed in News Release.
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 the Company does not undertake
any obligation to update or to revise any of the included
forward-looking statements, except as required by applicable
securities laws in force in Canada. The forward-looking statements
contained herein are expressly qualified by this cautionary
statement.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this News Release.
SOURCE TVI Pacific Inc.