TSX: TVI OTCQX: TVIPF
CALGARY, Dec. 13, 2013 /CNW/ - TVI Pacific Inc. (TSX:TVI) (OTCQX:TVIPF)
("TVI" or the "Company") announced today that it has completed an initial closing with Prime
Resources Holdings, Inc. ("PRHI"), as outlined in its recent announcement (December 11, 2013), which
included the following transactions:
US $2 million was paid by PRHI to purchase 33,333,333 common shares in
the capital of TVI ("TVI Shares"), at a price of US $0.06 per share, which shares represent
approximately 5% of the total number of issued and outstanding TVI
Shares (the "Private Placement");
US $1.545 million was invested by PRHI in TVI International Marketing ("TVIIM") to purchase one deferred non-voting share of TVIIM that is redeemable
at par value;
US $2 million was advanced to TVI Resource Development Philippines, Inc.
("TVIRD") by PRHI, as partial payment of PRHI's proposed investment in TVIRD;
US $12.655 million was advanced by PRHI and placed into an escrow
account - those funds represent a portion of the additional amount that
PRHI has agreed to invest in TVI group entities in subsequent closings.
The TVI Shares issued pursuant to the Private Placement will be subject
to trading restrictions until April 14, 2014. The subscription
agreement entered into between the Company and PRHI in connection with
the Private Placement provides, among other things, for the grant of a
preemptive right to PRHI, pursuant to which PRHI will be permitted to
maintain its percentage ownership of common shares of the Corporation
in connection with certain future transactions involving the issuance
of common shares from the treasury of TVI.
The funds advanced by PRHI to date are expected to be used by TVI group
entities for working capital purposes and to further advance various
projects. The transactions outlined in the Company's December 11, 2013
news release, and the definitive agreements described in that news
release, contemplate aggregate investments by PRHI of US $22.5
million. Additional information concerning the proposed transactions
with PRHI and various conditions to the completion of those
transactions are set out in the Company's December 11, 2013 news
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 Southeast Asia. TVI's affiliate,
TVIRD, 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 to date 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. There is a specific risk that TVI, even if it
is able to complete the Transactions contemplated by the definitive
agreements entered into with PRHI, may not experience the anticipated
benefits of the Transactions and the Company could lose some or all of
its interests in certain assets in the Philippines. 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.
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