TVI Pacific Inc. Announces Shares-FOR-Debt Transaction
FOR IMMEDIATE RELEASE
TVI PACIFIC INC. ANNOUNCES SHARES-FOR-DEBT TRANSACTION
CALGARY , ALBERTA – July 17, 2026 – TVI Pacific Inc. (“TVI” or the "Corpora Ɵon") announces that it has
entered into a shares-for-debt agreement (the "Shares-for-Debt Agreement") with one of its shareholders,
Prime Resources Holdings Inc. ("PRHI"), a corpora Ɵon organized under the laws of the Philippines,
pursuant to which TVI has agreed, subject to the sa ƟsfacƟon of all applicable condi Ɵons, to se Ʃle an
aggregate of C$1,392,242.44 of indebtedness owing to PRHI through the issuance of 27,844,848 common
shares of the Corpora Ɵon (the "Se Ʃlement Shares") at a deemed issue price of C$0.05 per Se Ʃlement
Share (the "Shares-for-Debt TransacƟon").
The indebtedness to be seƩled pursuant to the Shares-for-Debt TransacƟon consists of C$1,181,348.41 in
principal advanced by PRHI to the CorporaƟon, together with accrued interest thereon of C$210,894.03,
calculated up to and including June 30, 2026, pursuant to unsecured promissory notes (the "Promissory
Notes") issued by the CorporaƟon to PRHI pursuant to the funding commitment agreement between the
CorporaƟon and PRHI dated May 27, 2024.
Background
The Shares-for-Debt TransacƟon is intended to strengthen TVI's balance sheet by eliminaƟng indebtedness
through the issuance of equity while preserving cash resources. Under the Shares-for-Debt Agreement,
the indebtedness outstanding as of June 30, 2026 will be saƟsfied through the issuance of the SeƩlement
Shares. Interest accruing on the outstanding principal amount of the Promissory Notes from July 1, 2026
up to, but excluding, the closing date of the Shares-for-Debt Transac Ɵon (the "Closing Date") will not be
converted into equity and will instead be paid by the CorporaƟon in cash at Closing (as defined below).
Upon closing of the Shares-for-Debt TransacƟon and payment of such post-June 30, 2026 accrued interest
(the “Closing”), all amounts owing by the Corpora Ɵon under the Promissory Notes will be fully sa Ɵsfied
and discharged, the Corpora Ɵon will have no further obliga Ɵons in respect thereof, and the Promissory
Notes will be cancelled and discharged.
Principal Terms of the Shares-for-Debt TransacƟon
Pursuant to the Shares-for-Debt Agreement:
the CorporaƟon will issue 27,844,848 SeƩlement Shares to PRHI;
the SeƩlement Shares will be issued at a deemed price of C$0.05 per SeƩlement Share;
the SeƩlement Shares will be issued in full saƟsfacƟon of indebtedness outstanding as of June 30,
2026 in the aggregate amount of C$1,392,242.44, comprising:
o C$1,181,348.41 in principal; and
o C$210,894.03 in accrued interest calculated up to and including June 30, 2026;
interest accruing from July 1, 2026 up to, but excluding, the Closing Date will be paid by the
CorporaƟon in cash at Closing and will not be saƟsfied through the issuance of SeƩlement Shares;
and
upon Closing, the issuance of the SeƩlement Shares, together with the cash payment of such post-
June 30, 2026 accrued interest, will cons Ɵtute full saƟsfacƟon and discharge of all obliga Ɵons of
the CorporaƟon under the Promissory Notes, which will thereupon be cancelled and discharged.
Control Person and Related Party Disclosure
PRHI beneficially owns or exercises control or direc Ɵon over approximately 19.90% of the Corpora Ɵon's
issued and outstanding common shares. At Closing, PRHI is expected to beneficially own or exercise control
or direcƟon over approximately 22.85% of TVI's issued and outstanding common shares and, accordingly,
will become a Control Person of the CorporaƟon under applicable Canadian securiƟes laws.
As PRHI is a “related party” of the Corpora Ɵon, the Shares-for-Debt Transac Ɵon and ma Ʃers rela Ɵng
thereto are considered to be “related party transac Ɵons” within the meaning of Mul Ɵlateral Instrument
61-101 - ProtecƟon of Minority Security Holders in Special Transac Ɵons (“MI 61-101”) requiring the
CorporaƟon, in the absence of exempƟons, to obtain a formal valuaƟon and minority shareholder approval
of the related party transacƟons.
Subject to the TSX Venture Exchange's (“TSXV”) potenƟal applicaƟon of its discreƟon under secƟon 3.1 of
Policy 5.9, and pursuant to Sec Ɵons 5.5(a), 5.5(b) and 5.7(1)(a) of MI 61-101, the Corpora Ɵon intends to
rely on exempƟons from the formal valuaƟon and minority shareholder requirements, respecƟvely, as, in
addiƟon to no securiƟes of the CorporaƟon being listed or quoted on certain specified exchanges, the fair
market value of the Se Ʃlement Shares to be issued to, and the considera Ɵon paid by, PRHI, is not more
than 25% of the CorporaƟon's market capitalizaƟon.
CompleƟon of the Shares-for-Debt TransacƟon is subject to the acceptance of the TSXV, the approval of
disinterested shareholders at TVI's upcoming annual general and special mee Ɵng of the Corpora Ɵon’s
shareholders to be held on August 18, 2026 (“AGSM”) in connec Ɵon with the crea Ɵon of a new Control
Person, and the saƟsfacƟon or waiver of the other customary closing condiƟons contained in the Shares-
for-Debt Agreement.
Statutory Hold Period
The Se Ʃlement Shares to be issued pursuant to the Shares-for-Debt Transac Ɵon will be subject to a
statutory hold period under applicable Canadian securi Ɵes laws expiring four months and one day from
the date of issuance.
Closing CondiƟons
Closing of the Shares-for-Debt TransacƟon is subject to the saƟsfacƟon or waiver of the condiƟons set out
in the Shares-for-Debt Agreement, including, without limita Ɵon, acceptance of the TSXV, approval of
disinterested shareholders at the Corpora Ɵon's AGSM in connec Ɵon with the crea Ɵon of a new Control
Person, and the receipt of all other required corporate and regulatory approvals.
There can be no assurance that the Shares-for-Debt TransacƟon will be completed on the terms described
herein or at all.
About TVI Pacific Inc.
TVI Pacific Inc. is a Canadian resource company focused on the acquisiƟon and development of resource
projects in the Asia-Pacific region. Through its investment in TVI Resource Development (Phils.), Inc., the
CorporaƟon has interests in producing and development-stage mining projects in the Philippines.
Forward-Looking InformaƟon
This news release contains forward-looking informa Ɵon and forward-looking statements (collec Ɵvely,
"forward-looking statements") within the meaning of applicable Canadian securiƟes legislaƟon. Forward-
looking statements in this news release include, without limita Ɵon, statements regarding the anƟcipated
compleƟon of the Shares-for-Debt TransacƟon; the issuance of the SeƩlement Shares; the payment in cash
of interest accruing a Ōer June 30, 2026; the an Ɵcipated cancellaƟon and discharge of the Promissory
Notes; the anƟcipated strengthening of the CorporaƟon's balance sheet; PRHI becoming a Control Person
of the CorporaƟon; and the receipt of TSXV acceptance, disinterested shareholder approval at the AGSM,
and other required approvals.
Forward-looking statements are based on management's current expecta Ɵons, assumpƟons and beliefs
and are subject to a number of known and unknown risks, uncertainƟes and other factors that may cause
actual results or events to differ materially from those expressed or implied by such forward-looking
statements. Such risks and uncertainƟes include, without limitaƟon, the risk that the condiƟons to closing
of the Shares-for-Debt TransacƟon are not saƟsfied, including receipt of TSXV acceptance and any required
shareholder or regulatory approvals, as well as other risks and uncertainƟes applicable to the CorporaƟon
and its business.
Readers are cauƟoned not to place undue reliance on forward-looking statements. Except as required by
applicable securi Ɵes laws, the Corpora Ɵon undertakes no obliga Ɵon to update or revise any forward-
looking statements, whether as a result of new informaƟon, future events or otherwise.
For further informaƟon, please contact:
TVI Pacific Inc.
Lolot D. Manigsaca
Chief Financial Officer
Tel: +63 2 7728 8491
Email: inquiry@tvipacific.com