CALGARY, Feb. 20 /CNW/ - TVI Pacific Inc. ("TVI" or the "Company")
announced today that Clifford M. James, the President, Chief Executive Officer
and a director of the Company, and two corporations controlled by him, Seajay
Management Enterprises Ltd. ("Seajay") and Regent Parkway 3202 Management Inc.
("Regent"), have acquired an aggregate of 37,188,471 common shares in the
capital of the Company. Those shares were issued to Seajay (as to 19,902,492
common shares) and Regent (as to 17,285,979 common shares) from the treasury
of the Company, in partial satisfaction of indebtedness owing to Seajay and
Regent, respectively, by TVI. Under securities laws in force in Canada, Mr.
James is deemed to beneficially own those shares, having regard to his control
of Seajay and Regent. The issue price of the 37,188,471 common shares of TVI
was $0.016 ($595,016 in the aggregate). The 37,188,471 common shares issued to
Seajay and Regent represent approximately 8% of the total number of issued and
outstanding shares of the Company as of the date of this Release.
In addition to the 37,188,471 common shares of TVI recently issued to
Seajay and Regent, Mr. James beneficially owns, or is deemed to beneficially
own, 63,849,589 common shares of the Company and holds options to acquire up
to an additional 13,500,000 common shares. As of the date of this Release, Mr.
James beneficially owns, or is deemed to beneficially own, approximately 13.7%
of the total number of issued and outstanding common shares of the Company
(including common shares held by Seajay and Regent). Assuming exercise in full
of the options to acquire TVI common shares held by Mr. James, Mr. James would
beneficially own, or would be deemed to beneficially own, approximately 16.6%
of the total number of issued and outstanding common shares of the Company as
of the date of this Release.
The 37,188,471 common shares of the Company issued to Seajay and Regent
were distributed pursuant to a Debt Conversion Agreement, dated January 20,
2009, between the Company, Mr. James, Seajay, and Regent (the "Debt Conversion
Agreement"). The Debt Conversion Agreement was entered into in satisfaction of
a condition imposed by lenders under an Omnibus Loan and Security Agreement,
entered into on January 20, 2009, among TVI (as guarantor), certain of its
affiliates, and others. Under the Debt Conversion Agreement, Seajay and Regent
agreed to convert indebtedness owing to them by TVI (then approximately $2
million) into common shares of the Company, subject to the receipt of all
necessary regulatory and other approvals and satisfaction of certain other
conditions. The Debt Conversion Agreement contemplates that the indebtedness
of the Company to Seajay and Regent will be converted over time, in a manner
intended to ensure that the ownership of TVI common shares by Clifford M.
James and his associates and affiliates does not exceed 18% of the total
number of issued and outstanding common shares of the Company. Additional
issuances of TVI shares to Seajay and Regent are anticipated under the Debt
Conversion Agreement, although the timing of any additional distributions is
uncertain as at the date of this Release.
The 37,188,471 common shares issued to Seajay and Regent were acquired
for investment purposes. Mr. James may, from time to time, acquire additional
securities of the Company, dispose of some or all of the existing, or
additional, securities of TVI beneficially owned by him, or may continue to
hold securities of TVI beneficially owned by him. The 37,188,471 common shares
of TVI issued to Seajay and Regent are subject to restrictions on resale under
securities laws in force in Canada and are subject to contractual restrictions
on disposition under the Debt Conversion Agreement, which provides that Seajay
and Regent will not sell any common shares of the Company acquired as a result
of the conversion of indebtedness owing to either of them by TVI prior to
December 31, 2010.
Additional information concerning the Debt Conversion Agreement is set
out in the January 30, 2009 Material Change Report filed by TVI with certain
securities regulatory authorities in Canada, a copy of which is available
under the Company's profile, on the SEDAR website at www.sedar.com.
Mr. James will be filing a report (as contemplated by National Instrument
62-103 The Early Warning System and Related Takeover Bid and Insider Reporting
Issues) in connection with the acquisition of common shares by Seajay and
Regent as noted above in this Release.
About TVI Pacific Inc. (TSX: TVI)
TVI Pacific Inc. is a publicly traded Canadian mining company focused on
exploring for and producing precious and base metals within district scale
systems in the Philippines. The Company's interest in the Canatuan Mine and
its other Philippine assets are held through its affiliate, TVI Resource
Development (Phils.) Inc.
The Toronto Stock Exchange has neither approved nor disapproved of the
information contained herein.
For further information:
For further information: Investor Relations, (403) 265-4356 or