TVI Pacific Inc. Announces Management Changes, Advance on Previously Announced Funding Commitment Agreement, and Issuance of Promissory Note
Promissory Note
In accordance with the terms of the Funding Commitment Agreement, the Lender advanced the Loan to TVI and evidenced by an unsecured interest-bearing promissory note (the "Note"). The Note accrues interest at a rate of prime plus 2.0% per annum and, subject to certain acceleration events, matures in
As of the date hereof,
Meeting Results and Changes in Management Team
In addition, TVI is pleased to report that shareholders approved all matters presented at the Meeting. A total of 313,063,414 common shares representing 42.97% of TVI's issued and outstanding common shares were voted at the Meeting. Each of the matters voted upon at the Meeting was set forth in the Company's management information circular dated
The Company is pleased to welcome
Immediately upon conclusion of the Meeting,
Mr.
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 board of directors of the Company (the "Board"), who are independent for the purposes of the Note, being all directors other than Messrs. James, Regino, and
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.
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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
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 to revise any of the included forward-looking statements, except as required by applicable securities laws in force in
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