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 11th, 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.
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