TVI Pacific Inc. Announces Management Changes, Advance on Previously Announced Funding Commitment Agreement, and Issuance of Promissory Note
TVI Pacific Inc. Announces Management
Changes, Advance on Previously Announced
Funding Commitment Agreement, and
Issuance of Promissory Note
CALGARY, AB
,
July 5, 2024
/CNW/ - TVI Pacific Inc. (TSXV: TVI) (OTC Pink: TVIPF) ("
TVI
" or the
"
Company
") is pleased to announce the receipt of the principal amount of
$428,846.00
(the "
Loan
")
under the Company's previously announced funding commitment agreement (the "
Funding
Commitment Agreement
") with Prime Resources Holdings, Inc. (the "
Lender
"); that all resolutions
presented for approval at the annual general and special meeting of shareholders (the "
Meeting
")
held on
June 27, 2024
were duly passed; and certain appointments and resignations of its executive
management team following conclusion of the Meeting.
Promissory Note
In accordance with the terms of the Funding Commitment Agreement, the Lender advanced the Loan
to TVI and evidenced by an unsecured interest-bearing promissory note (the "
Note
"). The Note
accrues interest at a rate of prime plus 2.0% per annum and, subject to certain acceleration events,
matures in
December 2025
.
As of the date hereof,
$741,632
.36 has been advanced to the Company under the Funding
Commitment Agreement. The Company intends to use the proceeds of the Loan to fund certain
accrued expenses and for working capital and general corporate purposes.
Meeting Results and Changes in Management Team
In addition, TVI is pleased to report that shareholders approved all matters presented at the
Meeting. A total of 313,063,414 common shares representing 42.97% of TVI's issued and
outstanding common shares were voted at the Meeting. Each of the matters voted upon at the
Meeting was set forth in the Company's management information circular dated
May 28, 2024
.
The Company is pleased to welcome
Rex A. Camit
,
Edsel M. Abrasaldo
,
Eugene T. Mateo
,
Johnny
C. Felizardo
, and
Yolanda L. Coronel-Armenta
to its board of directors.
Immediately upon conclusion of the Meeting,
Clifford M. James
resigned from his role as President
and Chief Executive Officer of TVI, and
Patrick B. Hanna
resigned as TVI's Chief Financial Officer.
In connection with the resignations, the Company is pleased to announce the appointments of
Love
D. Manigsaca
as Chief Financial Officer and
Michael G. Regino
as President and Chief Executive
Officer, effective immediately.
Mr. Regino is the Managing Director of TVIRD and the Senior Vice President and Chief Operating
Officer of St. Augustine Gold and Copper Ltd. Prior to these roles, he served as the President and
Chief Executive Officer of the Philippines Social Security System (SSS), the state-run institution
managing the social insurance program for the private, professional and informal sectors in
the
Philippines
. With three decades of experience in business development, corporate finance, and
marketing, Mr. Regino has worked across diverse industries including mining, real estate
development, and construction. He graduated cum laude from Ateneo De Zamboanga University with
a degree in Bachelor of Arts, major in Economics, and holds a Master of Business Administration
from Ateneo de Manila University.
Mr.
Love D. Manigsaca
currently serves as the Director for Finance & Special Projects of TVI
Resource Development (Phils), Inc. Prior to this role, he was the President at Greenstone
Resources Corporation, the Mineral Production Sharing Agreement (MPSA) holder of the Siana and
Mapawa Gold Projects under Red 5 Limited (ASX: RED) management. He also contributed to the
academia as a former Assistant Professor in the School of Management at the
University of the
Philippines
in Mindanao. Mr. Manigsaca is a Certified Public Accountant (
Philippines
), Certified
Management Accountant, Certified Financial Modeler and Valuation Analyst, Certified Capital
Markets and Securities Analyst, and Certified Global Business Analyst. Mr. Manigsaca graduated
with a Bachelor of Science degree major in accounting from
Xavier University
,
Philippines
and a
Master of Business Administration degree from
Durham
University,
England
, UK.
Related Party Transactions
The Lender is a "related party" of the Company, and the Loan, the entering into the Note and
matters relating thereto (the "
Transactions
") are considered to be "related party transactions"
within the meaning of Multilateral Instrument 61-101 -
Protection of Minority Security Holders in
Special Transactions
("
MI 61-101
") requiring the Company, in the absence of exemptions, to obtain
a formal valuation and minority shareholder approval, of the related party transactions.
Pursuant to Sections 5.5(b) and 5.7(1)(f) of MI 61-101, the Company relied on exemptions from the
formal valuation and minority shareholder requirements, respectively, as, in addition to no securities
of the Company being listed or quoted on certain specified exchanges, the Loan is a non-convertible
loan obtained on reasonable commercial terms that is not less advantageous to the Company than if
the Loan were obtained from a person dealing at arm's length and not repayable, directly or
indirectly, in equity or voting securities of the Company or a subsidiary.
The Transactions were approved by the board of directors of the Company (the "
Board
"), who are
independent for the purposes of the Note, being all directors other than Messrs. James, Regino, and
Manuel Paolo Villar
. Neither the Company nor, to the knowledge of the Company after reasonable
inquiry, the Lender, have knowledge of any material information concerning the Company or its
securities that has not been generally disclosed. No special committee of the Board was established
in connection with the Transactions as the entire Board was engaged in respect thereof, and, other
than Messrs. James, Villar and Regino, who abstained from voting on the Transactions, no
materially contrary view or abstention was expressed or made by any director of the Company in
relation thereto.
Neither the Company nor any director or senior officer of the Company has knowledge, after
reasonable inquiry, of any prior valuation in respect of the Company that relates to the subject
matter of or is otherwise relevant to the Transactions, which has been made in the 24 months prior
to the date of this News Release. The Company did not file a material change report more than 21
days before the expected closing as the details of the Transactions were not finalized until
immediately prior to its issuance, and the Company wished to close the Transactions as soon as
practicable for sound business reasons.
About TVI Pacific Inc.
TVI Pacific Inc. is a Canadian resource company focused on mining projects in
the Philippines
, one
of the most prolifically mineralized countries in the world. TVI maintains a strong presence in
the
Philippines
through its 30.66% equity interest in TVIRD, a
Philippines
corporation. Through TVIRD,
TVI has ownership in TVIRD's 100%-owned Balabag gold/silver mine, a currently producing mine,
and is focused on ramping-up to commercial production at TVIRD's recently restarted 100%-owned
Siana gold mine. TVIRD also has in its portfolio of projects its 100%-owned Mapawa project (gold),
a 60% indirect interest in the Mabilo project (a copper-gold-iron skarn deposit that offers potential
for multi-metal products, namely copper, gold and silver, with by-products magnetite and pyrite), and
a 60% interest in Agata Mining Ventures Inc. (nickel/iron DSO mine).
IMPORTANT INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
Certain information set out in this News Release constitutes forward-looking information. Forward-
looking statements are often, but not always, identified by the use of words such as "seek",
"anticipate", "plan", "continue", "estimate", "expect", "may", "will", "intend", "could", "might",
"should", "believe", "scheduled", "to be", "will be" and similar expressions. Forward-looking
statements in this News Release include, but are not limited to: statements and information
concerning the Company's intended use of the proceeds from the Note; the Company's future
activities and operations; and the terms of the Note, including acceleration thereof.
Forward-looking statements in this News Release are based upon the opinions and expectations of
management of the Company and, in certain cases, information supplied by third parties as at the
effective date of such statements. Although the Company believes that the expectations reflected in
such forward-looking statements are based upon reasonable assumptions and that information
received from third parties is reliable, it can give no assurance that those expectations will prove to
have been correct.
Forward-looking statements are subject to certain risks and uncertainties (known and unknown)
that could cause actual outcomes to differ materially from those anticipated or implied by such
forward-looking statements. These risks and uncertainties include, but are not limited to, the
Company being unable to use the proceeds of the Note as described; legal or regulatory
impediments regarding the Note, accrued and unpaid interest thereon; the Company defaulting on
the Note or the Funding Commitment Agreement and consequences thereof; the proceeds being
insufficient for the Company's purposes; the acceleration of maturity of the Note in accordance with
the terms thereof upon the occurrence of certain events; the Company's inability to repay the Note
on its maturity date or at all; the Company being unable to raise additional funds on terms
acceptable to the Company or at all; the availability of future drawdowns under the Funding
Commitment Agreement; the value of the Company's assets; the availability of distributions to the
Company from its joint venture interest in TVIRD and results of operations thereof; liquidity and
results of operations; and general risks such as changes in commodities and base metal prices
general economic conditions in
the Philippines
and elsewhere, litigation, legislative, environmental
and other judicial, regulatory, political and competitive developments, geopolitical risk, delays or
failures to receive Board, shareholder or regulatory approvals, operational risks, risks related to
meeting the continued listing requirements of the TSX Venture Exchange, those additional risks
described in detail in the Company's Annual Information Form for the year ended
December 31,
2023
, which was filed on SEDAR+ on
April 29, 2024
, and is available under the Company's profile
at
www.sedarplus.ca
, and other matters discussed in News Release.
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 the Company does not undertake any obligation to update or to revise any of the included
forward-looking statements, except as required by applicable securities laws in force in
Canada
.
The forward-looking statements contained herein are expressly qualified by this cautionary
statement.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
News Release.
SOURCE
TVI Pacific Inc.
View original content:
http://www.newswire.ca/en/releases/archive/July2024/05/c2640.html
%SEDAR: 00001837E
For further information:
Contact Information: Michael G. Regino, Chief Executive Officer, TVI
Pacific Inc., Phone: +632-77288491, E-mail: [email protected]
CO: TVI Pacific Inc.
CNW 08:51e 05-JUL-24