CALGARY, Oct. 10, 2012 /CNW/ - TVI Pacific Inc. ("TVI" or the "Corporation") (TSX:TVI) (OTCQX:TVIPF) announced today that it has completed the purchase of an additional 24,000,000 units ("Units") of Mindoro Resources Ltd. ("Mindoro") from Mindoro, at an aggregate purchase price of $1.2 million ($0.05 per Unit) (the "Tranche 2A Private Placement"). Each Unit consists of one common share in the capital of Mindoro (a "Common Share") and one Common Share purchase warrant (a "Tranche 2A Warrant"). Subject to adjustment in accordance with its terms, each Tranche 2A Warrant entitles TVI to purchase, at any time and from time to time until October 10, 2017, one additional Common Share, at an exercise price of $0.10. All of the securities comprising the Units are owned and controlled by TVI as at the date of this news release.
The 24,000,000 Common Shares acquired by TVI on October 10, 2012 represent approximately 8.1% of the total number of issued and outstanding Common Shares as at the date of this news release. When added to the 18,779,353 units of Mindoro purchased by TVI on September 28, 2012, TVI now owns and controls 42,779,353 units of Mindoro, consisting of 42,779,353 Common Shares (representing approximately 14.4% of the total number of issued and outstanding Common Shares as at the date of this news release) and purchase warrants entitling TVI to acquire an up to additional 42,779,353 Common Shares. Assuming the exercise of all of the Mindoro purchase warrants acquired by TVI on September 28, 2012 and October 10, 2012, TVI would hold 85,558,706 Common Shares (which would represent approximately 25.2% of the total number of issued and outstanding Common Shares, based upon the number of Common Shares outstanding as at the date of this news release and the number of additional Common Shares issuable upon the exercise of such Mindoro purchase warrants). TVI relied upon Section 2.3 of National Instrument 45-106 - Prospectus and Registration Exemptions to acquire the Units on the basis that TVI is an "accredited investor".
The securities of Mindoro acquired by TVI to the date of this news release were purchased by TVI pursuant to a July 6, 2012 Heads of Agreement (as amended, the "HOA") and subscription agreements entered into subsequent to that date with Mindoro. The HOA originally contemplated the purchase by TVI of 63,115,559 units of Mindoro, 42,779,353 of which have been purchased to date. On October 9, 2010, TVI Pacific entered into a further subscription agreement with Mindoro (the "Tranche 2B Subscription Agreement") under which TVI has the right to the purchase an additional 20,336,206 units (the "Tranche 2B Units") of Mindoro (each consisting of one Common Share and one Common Share purchase warrant) on or prior to October 9, 2013. Under the Tranche 2B Subscription Agreement, the purchase price of each Tranche 2B Unit purchased by TVI thereunder will be determined as of the date on which TVI provides written notice to Mindoro of its intention to acquire the Tranche 2B Units and will be the higher of $0.05 and the minimum price at which the each Tranche 2B Unit may be purchased in accordance with the rules of the TSX Venture Exchange. Completion of the purchase and sale of Tranche 2B Units is subject to the satisfaction or waiver of a number of conditions in favor of TVI set out in the Tranche 2B Subscription Agreement and TVI may terminate its obligation to purchase additional securities of Mindoro pursuant to the Tranche 2B Subscription Agreement.
The 24,000,000 Units purchased by TVI in connection with the Tranche 2A Private Placement were acquired by it for investment purposes. In addition to the securities of Mindoro currently held by TVI, and any securities of Mindoro that may be acquired by TVI pursuant to the Tranche 2B Subscription Agreement, TVI may acquire additional securities of Mindoro (including Common Shares acquired upon the exercise of Mindoro purchase warrants held by TVI), dispose of some or all of the existing (or any additional) securities of Mindoro beneficially owned or controlled by it or may continue to hold the existing (or any additional) securities of Mindoro beneficially owned or controlled by it, depending on market conditions and other considerations.
In connection with its acquisition of the Units, TVI Pacific Inc. intends to file an early warning report, under section 5.2 of Multilateral Instrument 62-104 - Take-over Bids and Issuer Bids, with certain securities regulatory authorities in Canada. To obtain a copy of such report please contact Ms. Raina Vitanov, at (403) 265 4356. A copy of such report is also expected to be available on SEDAR, under Mindoro's issuer profile.
Mindoro is an Alberta incorporated company engaged in mining exploration in the Philippines. The common shares of Mindoro are listed on the TSX-V and Mindoro also has depository instruments listed on the Australian securities exchange ("ASX"). Mindoro trades under the symbol MIO on the TSX-V and under the symbol MDO on the ASX.
TVI is a publicly-traded Canadian company focused on the production, development, exploration and acquisition of resource projects in the Philippines. The Corporation's affiliate, TVI Resources Development Phils., Inc., produces copper and zinc concentrates from its Canatuan mine. TVI also has an indirect interest in an offshore Philippine oil property.
The Toronto Stock Exchange has neither approved nor disapproved of the information contained herein.
Forward Looking Statements
This news release contains certain forward-looking information (referred to herein as "forward-looking statements"). 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. The forward-looking statements set out in this news release include information relating to the possible purchase by TVI of additional securities of Mindoro. Forward-looking statements relating to the possible purchase of additional Mindoro securities by TVI are based upon the terms and conditions of the Tranche 2B Subscription Agreement.
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 acquisition of additional securities of Mindoro, such risks and uncertainties include, but are not limited to, a failure on the part of TVI to purchase additional common shares and share purchase warrants of Mindoro pursuant to the Tranche 2B Subscription Agreement due to the non-satisfaction of one or more conditions to closing set out in the Tranche 2B Subscription Agreement or a determination on the part of TVI to terminate the Tranche 2B Subscription Agreement. 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 laws. The forward-looking statements contained herein are expressly qualified by this cautionary statement.
SOURCE TVI Pacific Inc.