TSX:TVI OTCQX:TVIPF
CALGARY,
Oct. 10, 2012 /CNW/ - TVI Pacific
Inc. ("TVI" or the "Corporation") (TSX:TVI) (OTCQX:TVIPF)
announced today that it has completed the purchase of an additional
24,000,000 units ("Units") of Mindoro Resources Ltd.
("Mindoro") from Mindoro, at an aggregate purchase price of
$1.2 million ($0.05 per Unit) (the "Tranche 2A Private
Placement"). Each Unit consists of one common share in
the capital of Mindoro (a "Common Share") and one Common
Share purchase warrant (a "Tranche 2A Warrant").
Subject to adjustment in accordance with its terms, each Tranche 2A
Warrant entitles TVI to purchase, at any time and from time to time
until October 10, 2017, one
additional Common Share, at an exercise price of $0.10. All of the securities comprising the
Units are owned and controlled by TVI as at the date of this news
release.
The 24,000,000 Common Shares acquired by TVI on
October 10, 2012 represent
approximately 8.1% of the total number of issued and outstanding
Common Shares as at the date of this news release. When added
to the 18,779,353 units of Mindoro purchased by TVI on September 28, 2012, TVI now owns and controls
42,779,353 units of Mindoro, consisting of 42,779,353 Common Shares
(representing approximately 14.4% of the total number of issued and
outstanding Common Shares as at the date of this news release) and
purchase warrants entitling TVI to acquire an up to additional
42,779,353 Common Shares. Assuming the exercise of all of the
Mindoro purchase warrants acquired by TVI on September 28, 2012 and October 10, 2012, TVI would hold 85,558,706
Common Shares (which would represent approximately 25.2% of the
total number of issued and outstanding Common Shares, based upon
the number of Common Shares outstanding as at the date of this news
release and the number of additional Common Shares issuable upon
the exercise of such Mindoro purchase warrants). TVI relied upon
Section 2.3 of National Instrument 45-106 - Prospectus and
Registration Exemptions to acquire the Units on the basis that TVI
is an "accredited investor".
The securities of Mindoro acquired by TVI to the
date of this news release were purchased by TVI pursuant to a
July 6, 2012 Heads of Agreement (as
amended, the "HOA") and subscription agreements entered into
subsequent to that date with Mindoro. The HOA originally
contemplated the purchase by TVI of 63,115,559 units of Mindoro,
42,779,353 of which have been purchased to date. On
October 9, 2010, TVI Pacific entered
into a further subscription agreement with Mindoro (the "Tranche
2B Subscription Agreement") under which TVI has the right to
the purchase an additional 20,336,206 units (the "Tranche 2B
Units") of Mindoro (each consisting of one Common Share and one
Common Share purchase warrant) on or prior to October 9, 2013. Under the Tranche 2B
Subscription Agreement, the purchase price of each Tranche 2B Unit
purchased by TVI thereunder will be determined as of the date on
which TVI provides written notice to Mindoro of its intention to
acquire the Tranche 2B Units and will be the higher of $0.05 and the minimum price at which the each
Tranche 2B Unit may be purchased in accordance with the rules of
the TSX Venture Exchange. Completion of the purchase and sale of
Tranche 2B Units is subject to the satisfaction or waiver of a
number of conditions in favor of TVI set out in the Tranche 2B
Subscription Agreement and TVI may terminate its obligation to
purchase additional securities of Mindoro pursuant to the Tranche
2B Subscription Agreement.
The 24,000,000 Units purchased by TVI in
connection with the Tranche 2A Private Placement were acquired by
it for investment purposes. In addition to the securities of
Mindoro currently held by TVI, and any securities of Mindoro that
may be acquired by TVI pursuant to the Tranche 2B Subscription
Agreement, TVI may acquire additional securities of Mindoro
(including Common Shares acquired upon the exercise of Mindoro
purchase warrants held by TVI), dispose of some or all of the
existing (or any additional) securities of Mindoro beneficially
owned or controlled by it or may continue to hold the existing (or
any additional) securities of Mindoro beneficially owned or
controlled by it, depending on market conditions and other
considerations.
In connection with its acquisition of the Units,
TVI Pacific Inc. intends to file an early warning report, under
section 5.2 of Multilateral Instrument 62-104 - Take-over Bids and
Issuer Bids, with certain securities regulatory authorities in
Canada. To obtain a copy of
such report please contact Ms. Raina
Vitanov, at (403) 265 4356. A copy of such report is
also expected to be available on SEDAR, under Mindoro's issuer
profile.
ABOUT MINDORO
Mindoro is an Alberta incorporated company engaged in mining
exploration in the
Philippines. The common shares of Mindoro are listed
on the TSX-V and Mindoro also has depository instruments listed on
the Australian securities exchange ("ASX"). Mindoro trades
under the symbol MIO on the TSX-V and under the symbol MDO on the
ASX.
ABOUT TVI
TVI is a publicly-traded Canadian company
focused on the production, development, exploration and acquisition
of resource projects in the
Philippines. The Corporation's affiliate, TVI
Resources Development Phils., Inc., produces copper and zinc
concentrates from its Canatuan mine. TVI also has an indirect
interest in an offshore Philippine oil property.
The Toronto Stock Exchange has neither
approved nor disapproved of the information contained
herein.
Forward Looking Statements
This news release contains certain
forward-looking information (referred to herein as
"forward-looking statements"). 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. The forward-looking
statements set out in this news release include information
relating to the possible purchase by TVI of additional securities
of Mindoro. Forward-looking statements relating to the
possible purchase of additional Mindoro securities by TVI are based
upon the terms and conditions of the Tranche 2B Subscription
Agreement.
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 acquisition of
additional securities of Mindoro, such risks and uncertainties
include, but are not limited to, a failure on the part of TVI to
purchase additional common shares and share purchase warrants of
Mindoro pursuant to the Tranche 2B Subscription Agreement due to
the non-satisfaction of one or more conditions to closing set out
in the Tranche 2B Subscription Agreement or a determination on the
part of TVI to terminate the Tranche 2B Subscription Agreement.
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 laws. The forward-looking
statements contained herein are expressly qualified by this
cautionary statement.
SOURCE TVI Pacific Inc.