Revisions agreed in light of recent developments affecting TG World’s Philippine oil and gas assets
TVI Resource Development (Phils.), Inc reports the following announcement from its Canadian Affiliate, TVI Pacific Inc:
CALGARY, ALBERTA – (Marketwire – January 17, 2011) – TVI Pacific Inc. ("TVI") (TSX:TVI OTCQX:TVIPF) and TG World Energy Inc. ("TG") (TSXV:TGE) announced today that they have entered into an amending agreement which provides for certain revisions to the terms of the arrangement agreement entered into between them on December 23, 2010. Among other things, the amending agreement changes the exchange ratio associated with the proposed arrangement. Under the revised terms, TG World shareholders will be entitled to receive 0.458 of a common share of TVI for each TG World common share held as of the effective date of the arrangement.
The revision to the exchange ratio was agreed to in light of recent developments affecting the Philippines oil and gas assets of TG World and, in particular, the decision of the operator of the Philippines concession to abandon the Tindalo well and to release the drilling rig that the joint venture participants were planning to use to complete the next well contemplated by the plan of development.
Negotiations concerning the amended terms of the proposed arrangement were conducted on behalf of TVI by an independent special committee of the TVI Board of Directors consisting of Messrs. C. Brian Cramm and Jan Horejsi and on behalf of TG World by an independent special committee of the TG World Board of Directors consisting of Messrs. Wayne Thomson, Gordon Hoy, David Moscovitz and Michael Ames.
The TG World Board of Directors, on the unanimous recommendation of its independent special committee, has determined that the proposed arrangement, as revised, is in the best interests of TG World and TG World shareholders and has resolved to recommend that TG World securityholders vote in favour of the proposed arrangement. Management and the directors of TG World and certain other shareholders, who beneficially own or exercise control or direction over approximately 3% of the issued and outstanding TG World common shares, and options entitling them to purchase up to an aggregate of approximately 3,950,000 TG World common shares, have entered into support agreements with TVI under which such persons have agreed to vote their TG World common shares in favour of the proposed arrangement, as revised.
Jennings Capital Inc., financial advisor to TG World, has provided a verbal opinion to the TG World Board of Directors that, as of January 16, 2011 and subject to the assumptions and limitations contained therein, the revised terms of the proposed arrangement are fair, from a financial point of view, to TG World shareholders.
Upon completion of the proposed arrangement, as revised, TVI Pacific will have approximately 620.8 million common shares issued and outstanding, of which current TVI Pacific shareholders will own approximately 91% and former TG World shareholders will own approximately 9%.
The total value of the proposed transaction to TVI Pacific has been estimated at $10.3 million, consisting of a combination of cash invested on December 30, 2010 in connection with the purchase of TG World common shares and a TG World convertible note and the common shares of TVI Pacific to be issued upon completion of the proposed arrangement, as revised (with each such TVI Pacific common share having an ascribed value equal to TVI Pacific’s 20 day volume weighted average trading price of $0.122).
About TG World Energy Corp. (TSXV: TGE)
TG World is a Calgary-based, junior international oil and gas company with exploration, development and production operations in the Philippines, Alaska and Niger.
TG World (BVI) Corp. (a wholly-owned subsidiary of TG World) is partnered with operator Nido Petroleum Ltd., Kairiki Energy Ltd. and Trafigura Ventures III BV in a joint venture for Service Contract 54A in the North West Palawan Basin of the Philippines.
TG World Energy Inc. (a wholly-owned subsidiary of TG World) is partnered with operator Brooks Range Petroleum Corp., Alaska Venture Capital Group, Brooks Range Development Corp. and Ramshorn Investments Inc. in a joint venture that is pursuing oil and gas opportunities on the Central North Slope of Alaska.
TG World Petroleum Ltd. (a wholly-owned subsidiary of TG World) is partnered with operator CNPCIT, a unit of the China National Petroleum Company, in the Ténéré Block oil and gas concession in the Republic of Niger, Africa.
About TVI Pacific Inc. (TSX: TVI) (OTCQX: TVIPF)
TVI Pacific Inc. is a publicly-traded copper producer focused on the production, development, exploration and acquisition of precious and base metal mining deposits in the Philippines. The Company’s interest in the Canatuan Mine and its other Philippine assets are held through its affiliate, TVI Resource Development (Phils.), Inc.
| Rhonda Bennetto Executive Director Investor Communications TVI Pacific Inc. 403.265.4356 rhonda.bennetto@tvipacific.com |
Ian McColl |
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