TVI Pacific Inc. Announces Advance on Previously Announced Funding Commitment Agreement and Issuance of Promissory Note
Rhea-AI Summary
TVI Pacific Inc. (TSXV: TVI) (OTC Pink: TVIPF) has received a $196,416.00 loan from Prime Resources Holdings, Inc. under a previously announced funding commitment agreement. The loan is evidenced by an unsecured interest-bearing promissory note maturing in February 2026, with an interest rate of prime plus 2.0% per annum. To date, TVI has borrowed $1,181,348.45 from the lender. The company plans to use the funds for accrued expenses, working capital, and general corporate purposes.
As Prime Resources Holdings is a related party, the transaction is considered a related party transaction under MI 61-101. TVI relied on exemptions from formal valuation and minority shareholder requirements due to the loan's reasonable commercial terms and non-convertible nature.
Positive
- Secured additional funding of $196,416.00 to support working capital and corporate expenses
- Total borrowing from the lender has reached $1,181,348.45, providing significant financial support
- Loan terms include a reasonable interest rate of prime plus 2.0% per annum
- Loan is unsecured, indicating lender's confidence in the company
Negative
- Increasing debt obligations with total borrowing now at $1,181,348.45
- Related party transaction may raise concerns about potential conflicts of interest
- Reliance on exemptions from formal valuation and minority shareholder approval for the transaction
News Market Reaction
On the day this news was published, TVIPF declined NaN%, reflecting a moderate negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
Calgary, Alberta--(Newsfile Corp. - August 28, 2024) - TVI Pacific Inc. (TSXV: TVI) (OTC Pink: TVIPF) ("TVI" or the "Company") announces that the Company has received the principal amount of
To date,
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 then board of directors of the Company (the "Board"), who were independent for the purposes of the Note, being Messrs. Jan Horejsi, Brian Cramm, and Robert Armstrong. Neither the Company nor, to the knowledge of the Company after reasonable inquiry, the Lender, had or has 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. Clifford James, Manuel Paolo Villar and Michael 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 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
Contact Information:
Michael G. Regino
Chief Executive Officer
TVI Pacific Inc.
Phone: +632-77288491
E-mail: Michael.Regino@tvird.com.ph
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 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.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/221451
FAQ
What is the amount of the recent loan received by TVI Pacific Inc. (TVIPF)?
When does the promissory note issued by TVI Pacific Inc. (TVIPF) mature?
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How does TVI Pacific Inc. (TVIPF) plan to use the proceeds from the recent loan?
