TVI closes private placement by acquiring TG common shares and a Convertible Note
TVI Resource Development (Phils.), Inc reports the following announcement from its Canadian Affiliate, TVI Pacific Inc:
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
CALGARY, ALBERTA – TVI Pacific Inc. (TSX: TVI) (OTCQX: TVIPF) ("TVI" or the “Company") announced today that, on December 30, 2010, it acquired beneficial ownership of 29,650,000 common shares (the "Shares") of TG World Energy Corp. (the "Issuer") and a $1,317,500 principal amount convertible promissory note (the "Note") in connection with the completion of a private placement previously announced on December 23, 2010.
The Shares were acquired by TVI for an aggregate price of $1,482,500 ($0.05 per share) and represent approximately 18% of the outstanding common shares of the Issuer. The principal amount of the Note (and accrued interest and certain other amounts that may become owing to TVI under the Note) may be converted into common shares of the Issuer, at a conversion price of $0.05 per Share, in certain circumstances, including: (i) if the Issuer’s board of directors resolves to accept an acquisition proposal from a third party that constitutes a superior proposal for purposes of the Arrangement Agreement entered into between TVI and the Issuer on December 23, 2010; (ii) if, after conversion, the number of common shares of the Issuer held by TVI would be less than 19.5% of the total number of outstanding common shares of the Issuer; (iii) if the conversion is approved by the Issuer’s shareholders; (iv) if the common shares of the Issuer are delisted from the TSX Venture Exchange; (v) if the TSX Venture Exchange provides its consent to conversion; or (vi) on December 31, 2015. Under the terms of the Note, the conversion price of the Note will be increased to $0.10 per Share if conversion is undertaken in the circumstances described in (ii), (iii) or (vi) above and shareholder approval of the conversion terms of the Note has not previously been obtained on a majority of the minority basis from the Issuer’s shareholders, as contemplated by the policies of the TSX Venture Exchange.
As a result of the private placement, TVI beneficially owns and exercises control over an aggregate 29,650,000 common shares of the Issuer and the Note, the principal amount of which is, as at the date of this News Release, convertible in the circumstances set out above for an additional 26,350,000 common shares of the Issuer, assuming a $0.05 conversion price. Under the terms of the Note, accrued interest and certain other amounts that may become owing to TVI are also convertible into common shares of the Issuer. If the full principal amount of the Note were converted into common shares of the Issuer at a conversion price of $0.05 per share, TVI would hold 56,000,000 common shares of the Issuer, representing approximately 29.4% of the outstanding common shares of the Issuer.
The Shares were issued from the Issuer’s treasury and both the Shares and the Note were acquired by TVI pursuant to a Subscription Agreement entered into between TVI and the Issuer. TVI has acquired the Shares and the Note pursuant to section 2.3 [Accredited Investor] of National Instrument 45-106 – Prospectus and Registration Exemptions.
The Shares and the Note were acquired by TVI for investment purposes. On December 23, 2010, TVI and the Issuer entered into an Arrangement Agreement which provides for TVI to acquire all of the outstanding common shares of the Issuer under a plan of arrangement pursuant to section 193 of the Business Corporations Act (Alberta) (the "Arrangement"). TVI intends to vote the Shares at the special meeting of the securityholders of the Issuer to be called to vote on the Arrangement. TVI may, from time to time, acquire additional securities of the Issuer, dispose of some or all of the existing, or any additional, securities of the Issuer beneficially owned by TVI, or may continue to hold securities of the Issuer beneficially owned by TVI.
For further information or to obtain a copy of the early warning report in respect of acquisition of the Shares, please contact:
| Rhonda Bennetto Executive Director Investor Communications TVI Pacific Inc. 403.265.4356 rhonda.bennetto@tvipacific.com |
Ian McColl |
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The Toronto Stock Exchange has neither approved nor disapproved of the information contained herein.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities of the Issuer have not been registered under the U.S. Securities Act of 1933 (the "1933 Act"), or any state securities laws and may not be offered or sold in the United States or to a U.S. person absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act and applicable state securities laws.
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.
