TVI Pacific Inc. Announces Closing of U.S. $2 Million Private Placement and Completion of First Closing of Investment in Philippine Assets
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; and
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 release.
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.