SYS-CON MEDIA Authors: Adine Deford, Cynthia Dunlop, Harry Trott, Xenia von Wedel, Peter Silva

News Feed Item

TVI Pacific Inc. Announces Second Closing of Philippines Investment and Financing Transactions

TSX: TVI  OTCQX: TVIPF

CALGARY, Jan. 10, 2014 /CNW/ - TVI Pacific Inc. (TSX:TVI) (OTCQX:TVIPF) ("TVI" or the "Company") announced today that it has completed a further closing (the "Second Closing") of various investment and financing transactions involving Prime Resources Holdings, Inc. ("PRHI"), following satisfaction of certain conditions outlined in the definitive agreements executed by the Company, PRHI and others on December 11th, 2013.  Those conditions included receipt of approval from the Philippine Securities and Exchange Commission for an increase in the authorized capital stock of TVI Resource Development Phils., Inc. ("TVIRD").  Additional information relating to the transactions with PRHI (the "Transactions") are set out in (i) the news releases disseminated by the Company on December 11, 2013 and December 13, 2013, (ii) the Company's December 20, 2013 material change report, and (iii) the December 11, 2013 investment agreement (the "Investment Agreement") entered into between the Company, PRHI and others (which represents the "umbrella" agreement between the Company and PRHI for the Transactions), all of which have been filed with various securities regulatory authorities in Canada and are available through SEDAR (under the Company's profile).

Highlights of the Second Close:

1. The release of all funds previously placed in escrow by PRHI, including:
    a. US $1.305 million, representing the balance of the subscription price for PRHI's investment in TVI International Marketing Limited ("TVIIM"), for which PRHI has received a second deferred non-voting share of TVIIM that is redeemable at par value; and
    b. US $11.35 million, representing the balance of the subscription price paid by PRHI to acquire newly issued voting shares of TVIRD.
2. A further US $4.3 million was advanced by PRHI (and placed into an escrow account), which represents the purchase price of voting shares in the capital of TVI Minerals Processing, Inc., a Philippine incorporated subsidiary of TVIIM.

At the first closing on December 13, 2013, PRHI invested US $1.545 million in TVIIM (through the purchase of one deferred non-voting share of TVIIM (redeemable at par value)) and US $2 million in TVI (through the purchase of 33,333,333 common shares of TVI at a price of US $0.06 per share).  In addition, PRHI advanced US $2 million as partial payment for its investment in TVIRD.

All funds advanced by PRHI (in connection with both closings) are expected to be used by TVI group entities for working capital purposes and to further advance various projects, as well as to undertake certain restructuring transactions affecting members of the TVI group of companies (including the repurchase of all the outstanding TVIRD Class A shares). The Transactions, as outlined in the Company's December 11, 2013 news release and described in the Investment Agreement, contemplate aggregate investments by PRHI of US $22.5 million.  After giving effect to the Transactions, PRHI holds approximately 5% of the total number of issued and outstanding common shares of the Company and 68.42% of the total number of outstanding voting shares of TVIRD.

The Transactions are expected to provide US $10.650 million to TVI and US $11.850 million to TVIRD and various subsidiaries, each before tax and related fees, while a net US $350,000 is expected to be used to repurchase all of the outstanding TVIRD Class A shares.

After giving effect to the Transactions, TVI continues to indirectly hold 30.66% of the issued and outstanding shares of TVIRD (through TVIIM).  (TVIRD remains the operator of the Agata and Pan de Azucar joint ventures.)  As well, the Company continues to directly hold (i) its investment in shares of Mindoro Resources Ltd.; (ii) its investment in shares of Foyson Resources Limited; (iii) its earning right in the Amazon Bay project (Papua New Guinea); and (iv) its investment in shares of TG World Energy Corp.

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 elsewhere in Southeast Asia.  TVI Resource Development Phils., Inc. 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 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.  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.

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
The 3rd International Internet of @ThingsExpo, co-located with the 16th International Cloud Expo - to be held June 9-11, 2015, at the Javits Center in New York City, NY - announces that its Call for Papers is now open. The Internet of Things (IoT) is the biggest idea since the creation of the Worldwide Web more than 20 years ago.
"We help companies that are using a lot of Software as a Service. We help companies manage and gain visibility into what people are using inside the company and decide to secure them or use standards to lock down or to embrace the adoption of SaaS inside the company," explained Scott Kriz, Co-founder and CEO of Bitium, in this SYS-CON.tv interview at 15th Cloud Expo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
15th Cloud Expo, which took place Nov. 4-6, 2014, at the Santa Clara Convention Center in Santa Clara, CA, expanded the conference content of @ThingsExpo, Big Data Expo, and DevOps Summit to include two developer events. IBM held a Bluemix Developer Playground on November 5 and ElasticBox held a Hackathon on November 6. Both events took place on the expo floor. The Bluemix Developer Playground, for developers of all levels, highlighted the ease of use of Bluemix, its services and functionalit...
Some developers believe that monitoring is a function of the operations team. Some operations teams firmly believe that monitoring the systems they maintain is sufficient to run the business successfully. Most of them are wrong. The complexity of today's applications have gone far and beyond the capabilities of "traditional" system-level monitoring tools and approaches and requires much broader knowledge of business and applications as a whole. The goal of DevOps is to connect all aspects of app...
The 4th International DevOps Summit, co-located with16th International Cloud Expo – being held June 9-11, 2015, at the Javits Center in New York City, NY – announces that its Call for Papers is now open. Born out of proven success in agile development, cloud computing, and process automation, DevOps is a macro trend you cannot afford to miss. From showcase success stories from early adopters and web-scale businesses, DevOps is expanding to organizations of all sizes, including the world's large...
SAP is delivering break-through innovation combined with fantastic user experience powered by the market-leading in-memory technology, SAP HANA. In his General Session at 15th Cloud Expo, Thorsten Leiduck, VP ISVs & Digital Commerce, SAP, discussed how SAP and partners provide cloud and hybrid cloud solutions as well as real-time Big Data offerings that help companies of all sizes and industries run better. SAP launched an application challenge to award the most innovative SAP HANA and SAP HANA...
Want to enable self-service provisioning of application environments in minutes that mirror production? Can you automatically provide rich data with code-level detail back to the developers when issues occur in production? In his session at DevOps Summit, David Tesar, Microsoft Technical Evangelist on Microsoft Azure and DevOps, will discuss how to accomplish this and more utilizing technologies such as Microsoft Azure, Visual Studio online, and Application Insights in this demo-heavy session.
When an enterprise builds a hybrid IaaS cloud connecting its data center to one or more public clouds, security is often a major topic along with the other challenges involved. Security is closely intertwined with the networking choices made for the hybrid cloud. Traditional networking approaches for building a hybrid cloud try to kludge together the enterprise infrastructure with the public cloud. Consequently this approach requires risky, deep "surgery" including changes to firewalls, subnets...
DevOps is all about agility. However, you don't want to be on a high-speed bus to nowhere. The right DevOps approach controls velocity with a tight feedback loop that not only consists of operational data but also incorporates business context. With a business context in the decision making, the right business priorities are incorporated, which results in a higher value creation. In his session at DevOps Summit, Todd Rader, Solutions Architect at AppDynamics, discussed key monitoring techniques...
Cultural, regulatory, environmental, political and economic (CREPE) conditions over the past decade are creating cross-industry solution spaces that require processes and technologies from both the Internet of Things (IoT), and Data Management and Analytics (DMA). These solution spaces are evolving into Sensor Analytics Ecosystems (SAE) that represent significant new opportunities for organizations of all types. Public Utilities throughout the world, providing electricity, natural gas and water,...
The security devil is always in the details of the attack: the ones you've endured, the ones you prepare yourself to fend off, and the ones that, you fear, will catch you completely unaware and defenseless. The Internet of Things (IoT) is nothing if not an endless proliferation of details. It's the vision of a world in which continuous Internet connectivity and addressability is embedded into a growing range of human artifacts, into the natural world, and even into our smartphones, appliances, a...
The Internet of Things is tied together with a thin strand that is known as time. Coincidentally, at the core of nearly all data analytics is a timestamp. When working with time series data there are a few core principles that everyone should consider, especially across datasets where time is the common boundary. In his session at Internet of @ThingsExpo, Jim Scott, Director of Enterprise Strategy & Architecture at MapR Technologies, discussed single-value, geo-spatial, and log time series dat...
How do APIs and IoT relate? The answer is not as simple as merely adding an API on top of a dumb device, but rather about understanding the architectural patterns for implementing an IoT fabric. There are typically two or three trends: Exposing the device to a management framework Exposing that management framework to a business centric logic Exposing that business layer and data to end users. This last trend is the IoT stack, which involves a new shift in the separation of what stuff happe...
An entirely new security model is needed for the Internet of Things, or is it? Can we save some old and tested controls for this new and different environment? In his session at @ThingsExpo, New York's at the Javits Center, Davi Ottenheimer, EMC Senior Director of Trust, reviewed hands-on lessons with IoT devices and reveal a new risk balance you might not expect. Davi Ottenheimer, EMC Senior Director of Trust, has more than nineteen years' experience managing global security operations and asse...
The Internet of Things will greatly expand the opportunities for data collection and new business models driven off of that data. In her session at @ThingsExpo, Esmeralda Swartz, CMO of MetraTech, discussed how for this to be effective you not only need to have infrastructure and operational models capable of utilizing this new phenomenon, but increasingly service providers will need to convince a skeptical public to participate. Get ready to show them the money!