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CALGARY,
AB, May 30, 2023 /CNW/ - TVI Pacific Inc.
(TSXV: TVI) (OTC Pink: TVIPF) ("TVI" or
the "Company") is pleased to announce that it has
entered into a binding term sheet (the "Term Sheet"), dated
May 29, 2023, which sets out certain
terms of the proposed transaction (the "Proposal") involving Prime
Resources Holdings, Inc., directly or indirectly through one or
more of its subsidiaries or affiliates (collectively,
"PRHI"). The proposed transactions contemplated by the Term
Sheet consists of a private placement (the "Private
Placement") to PRHI of common shares in the capital of the
Company ("Common Shares").
Proposed Private
Placement
Through the proposed Private Placement, PRHI will subscribe for
and purchase up to 53,600,000 Common Shares at a price of
$0.025 per share representing an
aggregate price of $1,340,000 (or
approximately US$1,000,000). If the
Private Placement is completed, Common Shares owned by PRHI would
represent, in aggregate, approximately 12% of Common Shares
currently outstanding, assuming there is no further issuance of
shares from the treasury of the Company prior to the closing of the
Private Placement. The net proceeds from the Private Placement will
be used by TVI for general corporate purposes.
Conditions and Due
Diligence
Completion of the transactions contemplated by the proposed
transactions will be subject to the satisfaction or waiver of
various conditions, including: (1) committee or board approval, as
applicable, of both TVI and PRHI; (2) receipt of all necessary
regulatory and third party approvals including the TSX Venture
Exchange ("TSXV"), and if applicable, shareholder approval;
(3) the negotiation, execution and delivery of definitive
transaction documentation; and (4) the completion of due diligence
investigations. TVI and PRHI may consider other transaction
structures if they are determined to be more efficient from a tax,
legal, regulatory or financial perspective.
As a consequence of its level of ownership of Common Shares,
PRHI, after the closing of the Private Placement, will be
considered as a "related party" of the Company pursuant to
applicable Canadian securities laws, including Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions of the Canadian Securities Regulators, as
well as an 'insider' of the Company for the purposes of the rules
and regulations of the TSXV.
"We are pleased that our current shareholder and partner in TVI
Resource Development Phils., Inc. ("TVIRD") has taken steps
to invest further in TVI Pacific", said Mr. Cliff James, Chairman and CEO of TVI and
Chairman of TVIRD, "Their greater involvement in TVI will
undoubtedly strengthen our joint focus on the success of operations
owned and operated by TVIRD and contribute also to the realization
of strategic objectives set by the Management and Board of
TVI."
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 currently holds a 30.66% equity
interest in TVIRD, a Philippines
corporation. Through TVIRD, TVI has ownership in a currently
producing gold mine and is focused on bringing on-stream the Siana
gold mine at which equipment has been rehabilitated and
commissioning of the plant has commenced in line with TVIRD's plan
to restart operations.
About Prime Resources Holdings,
Inc.
Prime Resources Holdings, Inc. ("PRHI") is a Philippine
company organized primarily to hold Mr. Manuel Paolo A. Villar's interests in the mining
industry. PRHI is the largest and controlling shareholder of TVIRD,
holding 68.42% thereof. PRHI is an affiliate of Prime Asset
Ventures, Inc. ("PAVI"), a Philippine company with focus on
building and developing critical community infrastructure. PAVI
currently holds major investments in subsidiaries operating in a
variety of industries, including power and water utilities,
information technology and telecommunications, financial services,
and broadcast services.
The TSXV has neither approved nor disapproved of the
information contained herein.
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 are based upon the
opinions and expectations of management of the Company 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, 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. Forward-looking statements in this News
Release include, but are not limited to, TVI's objectives and
intentions in respect of completion of the Private
Placement.
Forward-looking statements are based upon the opinions and
expectations of management of the Company as at the effective date
of such statements and, in certain cases, information supplied by
third parties. Although the Company believes 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 that
could cause actual events or outcomes to differ materially from
those anticipated or implied by such forward-looking
statements. These factors include, but are not limited to, such
things as changes in general economic conditions in the Philippines and elsewhere; litigation,
legislative, environmental and other judicial, regulatory,
political and competitive developments; delay or failure to receive
board, shareholder or regulatory approvals; those
additional risks set out in TVI's public documents filed on SEDAR;
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 TSXV nor its Regulation Services Provider (as that
term is defined in the policies of the TSXV) accepts responsibility
for the adequacy or accuracy of this release.
www.tvipacific.com
SOURCE TVI Pacific Inc.