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CALGARY, AB, June 26, 2023 /CNW/ - TVI Pacific Inc. (TSXV: TVI) (OTC Pink: TVIPF) ("TVI" or the "Company") is pleased to announce today that the board of directors of the Company (the "Board") has determined to increase the size of the Board from five (5) to seven (7) directors and identifies two additional directors nominated for election to the Board at the upcoming annual and special meeting of holders ("Shareholders") of common shares in the capital of TVI to be held on June 28, 2023 (the "Meeting").
The Board has resolved to increase the number of directors in connection with the proposed private placement (the "Private Placement") to Prime Resources Holdings, Inc ("PRHI"), previously announced by the Company on May 30, 2023. In connection with the Private Placement, the Company intends to enter into a nomination rights agreement with PRHI (the "Nomination Agreement"), pursuant to which PRHI will have the right to designate two (2) nominees for election to the Board at each meeting of Shareholders at which directors are to be elected, subject to customary terms and conditions.
In anticipation of the completion of the Private Placement and execution of the Nomination Agreement, Manuel Paolo A. (TSXV: TVI) (OTC Pink: TVIPF) Villar and Michael G. Regino (collectively, the "Nominees") have been identified by PRHI as designees and nominated for election to the Board. Below is a biographical profile of each Nominee, which sets forth substantially similar information included in the management information circular of the Company dated May 15, 2023 (the "Circular") in respect of the Meeting, which is available on the Corporation's SEDAR profile at www.sedar.com.
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Name, Municipality or
Residence and Position(s)
with the Corporation
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Principal Occupation or Employment
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Manuel Paolo A. Villar
Manila, Philippines
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Vice Chairman of TVI Resources Development Phils, Inc. ("TVIRD"), a
Philippine corporation in which TVI Pacific holds a 30.66% interest. He
is also the Vice Chairman, President and CEO of Vista Land & Lifescapes,
Inc., the largest homebuilder in the Philippines, and Chairman and CEO of
St. Augustine Gold and Copper Limited. Prior to these roles, he was the
head of corporate planning of Crown Asia, a subsidiary of Vista Land and
a consultant of McKinsey & Co., USA. Mr. Villar graduated from Wharton
School of the University of Pennsylvania with a double degree in Bachelor
of Science in Economics and Bachelor of Applied Science.
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TVI Board / Committee Memberships &
Meeting Attendance during 2022
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TVI Securities held
|
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N/A
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N/A
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Nil(1)
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(1) PRHI, a company organized primarily to hold Mr. Villar's interests in the mining industry, beneficially owns and exercises control and direction over, directly or indirectly, an aggregate of 33,333,333 Common Shares as of the date hereof.
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|
Name, Municipality or
Residence and Position(s)
with the Corporation
|
Principal Occupation or Employment
|
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Michael G. Regino
Manila, Philippines
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Managing Director of TVIRD. He is also the Sr. Vice President and COO
of St. Augustine Gold and Copper Ltd. Prior to these roles, Mr. Regino
was the President and CEO of the Social Security System (SSS), the state-
run institution that runs the social insurance program of the Philippines
catering to the private, professional and informal sectors. He gained his
executive and operating experience of over three decades in the areas of
business development, corporate finance and marketing in diverse
industries such as mining, real estate development and construction. Mr.
Regino graduated from Ateneo De Zamboanga University with a degree in
Bachelor of Arts major in Economics, cum laude and a Masters in Business
Administration from Ateneo de Manila.
|
|
TVI Board / Committee Memberships & Meeting Attendance during
2022
|
TVI Securities held
|
|
N/A
|
N/A
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Nil
|
Election of the Nominees is conditional upon closing of the Private Placement and all regulatory approvals including approval of the TSX Venture Exchange (the "TSXV"). The Nominees have been nominated for election as a director of the Company upon the condition that, if elected, they shall resign as directors of the Company if the Private Placement does not close by July 31, 2023 or if there is a failure to obtain any regulatory approval or clearance for a Nominee to act as a director of the Company.
A ballot will be taken at the upcoming Annual General Meeting of the Company in connection with the election of the directors of the Company and resolving to set the number of directors to be elected at seven. A Shareholder may attend the Meeting in person or may be represented at the Meeting by a proxyholder. Shareholders who are unable to attend the Meeting in person are requested to date, sign and return the accompanying Instrument of Proxy, or other appropriate form of proxy, in accordance with the instructions set out in the Circular. As disclosed in the Circular, an Instrument of Proxy will not be valid unless it is deposited at the offices of Computershare Trust Company of Canada (Attention: Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1) or provided to Computershare Trust Company of Canada via telephone voting at 1-866-732-8683 or by web voting at www.investorvote.com, not less than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting, or any adjournment thereof. Notwithstanding the foregoing, the Chair of the Meeting (who is anticipated to be Mr. Clifford M. James, Chairman of the Board and the President & Chief Executive Officer of the Corporation) is expected to exercise discretion to accept proxies deposited after the foregoing cutoff.
About TVI Pacific Inc.
TVI Pacific Inc. is a Canadian resource company focused on mining projects in the Philippines, one of the most prolifically mineralized countries in the world. TVI currently holds a 30.66% equity interest in TVI Resources Development Phils, a Philippines corporation. Through TVIRD, TVI has ownership in a currently producing gold mine and is focused on bringing on-stream the Siana gold mine at which equipment has been rehabilitated and commissioning of the plant has commenced in line with TVIRD's plan to restart operations.
About Prime Resources Holdings, Inc.
PRHI is a Philippine company organized primarily to hold Mr. Manuel Paolo A. Villar's interests in the mining industry. PRHI is the largest and controlling shareholder of TVIRD, holding 68.42% thereof. PRHI is an affiliate of Prime Asset Ventures, Inc. ("PAVI"), a Philippine company with focus on building and developing critical community infrastructure. PAVI currently holds major investments in subsidiaries operating in a variety of industries, including power and water utilities, information technology and telecommunications, financial services, and broadcast services.
The TSXV has neither approved nor disapproved of the information contained herein.
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 are based upon the opinions and expectations of management of the Company 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, 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. Forward-looking statements in this News Release include, but are not limited to, TVI's objectives and intentions in respect of completion of the Private Placement and the election of directors at the Meeting.
Forward-looking statements are based upon the opinions and expectations of management of the Company as at the effective date of such statements and, in certain cases, information supplied by third parties. Although the Company believes 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 that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking statements. These factors include, but are not limited to, such things as changes in general economic conditions in the Philippines and elsewhere; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; delay or failure to receive board, shareholder or regulatory approvals;those additional risks set out in TVI's public documents filed on SEDAR; 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 to 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 release.
www.tvipacific.com
SOURCE TVI Pacific Inc.
View original content: http://www.newswire.ca/en/releases/archive/June2023/26/c5929.html