|By PR Newswire||
|January 10, 2014 07:00 AM EST||
TSX: TVI OTCQX: TVIPF
CALGARY, Jan. 10, 2014 /CNW/ - TVI Pacific Inc. (TSX:TVI) (OTCQX:TVIPF) ("TVI" or the "Company") announced today that it has completed a further closing (the "Second Closing") of various investment and financing transactions involving Prime Resources Holdings, Inc. ("PRHI"), following satisfaction of certain conditions outlined in the definitive agreements executed by the Company, PRHI and others on December 11th, 2013. Those conditions included receipt of approval from the Philippine Securities and Exchange Commission for an increase in the authorized capital stock of TVI Resource Development Phils., Inc. ("TVIRD"). Additional information relating to the transactions with PRHI (the "Transactions") are set out in (i) the news releases disseminated by the Company on December 11, 2013 and December 13, 2013, (ii) the Company's December 20, 2013 material change report, and (iii) the December 11, 2013 investment agreement (the "Investment Agreement") entered into between the Company, PRHI and others (which represents the "umbrella" agreement between the Company and PRHI for the Transactions), all of which have been filed with various securities regulatory authorities in Canada and are available through SEDAR (under the Company's profile).
Highlights of the Second Close:
|1.||The release of all funds previously placed in escrow by PRHI, including:|
|a.||US $1.305 million, representing the balance of the subscription price for PRHI's investment in TVI International Marketing Limited ("TVIIM"), for which PRHI has received a second deferred non-voting share of TVIIM that is redeemable at par value; and|
|b.||US $11.35 million, representing the balance of the subscription price paid by PRHI to acquire newly issued voting shares of TVIRD.|
|2.||A further US $4.3 million was advanced by PRHI (and placed into an escrow account), which represents the purchase price of voting shares in the capital of TVI Minerals Processing, Inc., a Philippine incorporated subsidiary of TVIIM.|
At the first closing on December 13, 2013, PRHI invested US $1.545 million in TVIIM (through the purchase of one deferred non-voting share of TVIIM (redeemable at par value)) and US $2 million in TVI (through the purchase of 33,333,333 common shares of TVI at a price of US $0.06 per share). In addition, PRHI advanced US $2 million as partial payment for its investment in TVIRD.
All funds advanced by PRHI (in connection with both closings) are expected to be used by TVI group entities for working capital purposes and to further advance various projects, as well as to undertake certain restructuring transactions affecting members of the TVI group of companies (including the repurchase of all the outstanding TVIRD Class A shares). The Transactions, as outlined in the Company's December 11, 2013 news release and described in the Investment Agreement, contemplate aggregate investments by PRHI of US $22.5 million. After giving effect to the Transactions, PRHI holds approximately 5% of the total number of issued and outstanding common shares of the Company and 68.42% of the total number of outstanding voting shares of TVIRD.
The Transactions are expected to provide US $10.650 million to TVI and US $11.850 million to TVIRD and various subsidiaries, each before tax and related fees, while a net US $350,000 is expected to be used to repurchase all of the outstanding TVIRD Class A shares.
After giving effect to the Transactions, TVI continues to indirectly hold 30.66% of the issued and outstanding shares of TVIRD (through TVIIM). (TVIRD remains the operator of the Agata and Pan de Azucar joint ventures.) As well, the Company continues to directly hold (i) its investment in shares of Mindoro Resources Ltd.; (ii) its investment in shares of Foyson Resources Limited; (iii) its earning right in the Amazon Bay project (Papua New Guinea); and (iv) its investment in shares of TG World Energy Corp.
About TVI Pacific Inc.
TVI Pacific Inc. is a Canadian resource company focused on the production, development, exploration and acquisition of resource projects in the Philippines and elsewhere in Southeast Asia. TVI Resource Development Phils., Inc. produces copper and zinc concentrates from its Canatuan mine and is advancing its Balabag Gold-Silver project. TVI is a direct or indirect participant/operator in several joint venture projects in the Philippines and Papua New Guinea and also has an interest in an offshore Philippine oil property.
About Prime Resources Holdings, Inc.
PRHI is a wholly-owned subsidiary of Prime Asset Ventures, Inc. ("PAVI"). PAVI is a holding corporation of utilities engaged in various industries which include water distribution infrastructure, energy and power generation as well as retail distribution, cable and antennae television, and telecommunications.
The Toronto Stock Exchange has neither approved nor disapproved of the information contained herein.
IMPORTANT INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
This news release contains certain forward-looking information (referred to herein as "forward-looking statements") within the meaning of applicable Canadian securities laws. 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. In particular, this news release includes forward-looking statements respecting certain transactions provided for in definitive agreements entered into with PRHI (the "Transactions") and uses of the proceeds advanced by PRHI in connection with the Transactions. Forward-looking statements relating to the Transactions are based upon the terms of the definitive agreements entered into with PRHI. Forward-looking statements respecting use of proceeds are based upon various assumptions and factors, including, but not limited to, the terms of the definitive agreements entered into with PRHI, discussions between representatives of TVI and representatives of PRHI and the current business plans, budgets and strategies of TVI and its subsidiaries and affiliates, all of which are subject to change.
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 Transactions, those risks and uncertainties include a failure to close one or more of the Transactions on the terms outlined in the definitive agreements entered into with PRHI due to the failure to satisfy one or more conditions, such as conditions relating to the receipt of any necessary corporate or regulatory approvals. 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 law. The forward-looking statements of TVI contained in this news release are expressly qualified, in their entirety, by this cautionary statement. Various risks to which TVI, its subsidiaries and affiliates are exposed in the conduct of their business are described in detail in the TVI's Annual Information Form for the year ended December 31, 2012, which was filed on SEDAR on March 19, 2013, and is available at www.SEDAR.com.
SOURCE TVI Pacific Inc.
Without lifecycle traceability and visibility across the tool chain, stakeholders from Planning-to-Ops have limited insight and answers to who, what, when, why and how across the DevOps lifecycle. This impacts the ability to deliver high quality software at the needed velocity to drive positive business outcomes. In his session at @DevOpsSummit 19th Cloud Expo, Eric Robertson, General Manager at CollabNet, will show how customers are able to achieve a level of transparency that enables everyon...
Oct. 26, 2016 03:45 AM EDT Reads: 1,315
In past @ThingsExpo presentations, Joseph di Paolantonio has explored how various Internet of Things (IoT) and data management and analytics (DMA) solution spaces will come together as sensor analytics ecosystems. This year, in his session at @ThingsExpo, Joseph di Paolantonio from DataArchon, will be adding the numerous Transportation areas, from autonomous vehicles to “Uber for containers.” While IoT data in any one area of Transportation will have a huge impact in that area, combining sensor...
Oct. 26, 2016 03:45 AM EDT Reads: 997
@DevOpsSummit has been named the ‘Top DevOps Influencer' by iTrend. iTrend processes millions of conversations, tweets, interactions, news articles, press releases, blog posts - and extract meaning form them and analyzes mobile and desktop software platforms used to communicate, various metadata (such as geo location), and automation tools. In overall placement, @DevOpsSummit ranked as the number one ‘DevOps Influencer' followed by @CloudExpo at third, and @MicroservicesE at 24th.
Oct. 26, 2016 02:30 AM EDT Reads: 4,079
“Media Sponsor” of SYS-CON's 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. CloudBerry Backup is a leading cross-platform cloud backup and disaster recovery solution integrated with major public cloud services, such as Amazon Web Services, Microsoft Azure and Google Cloud Platform.
Oct. 26, 2016 02:30 AM EDT Reads: 1,467
In the next forty months – just over three years – businesses will undergo extraordinary changes. The exponential growth of digitization and machine learning will see a step function change in how businesses create value, satisfy customers, and outperform their competition. In the next forty months companies will take the actions that will see them get to the next level of the game called Capitalism. Or they won’t – game over. The winners of today and tomorrow think differently, follow different...
Oct. 26, 2016 02:30 AM EDT Reads: 1,062
The Internet of Things (IoT), in all its myriad manifestations, has great potential. Much of that potential comes from the evolving data management and analytic (DMA) technologies and processes that allow us to gain insight from all of the IoT data that can be generated and gathered. This potential may never be met as those data sets are tied to specific industry verticals and single markets, with no clear way to use IoT data and sensor analytics to fulfill the hype being given the IoT today.
Oct. 26, 2016 01:45 AM EDT Reads: 2,739
Ask someone to architect an Internet of Things (IoT) solution and you are guaranteed to see a reference to the cloud. This would lead you to believe that IoT requires the cloud to exist. However, there are many IoT use cases where the cloud is not feasible or desirable. In his session at @ThingsExpo, Dave McCarthy, Director of Products at Bsquare Corporation, will discuss the strategies that exist to extend intelligence directly to IoT devices and sensors, freeing them from the constraints of ...
Oct. 26, 2016 01:15 AM EDT Reads: 3,108
So you think you are a DevOps warrior, huh? Put your money (not really, it’s free) where your metrics are and prove it by taking The Ultimate DevOps Geek Quiz Challenge, sponsored by DevOps Summit. Battle through the set of tough questions created by industry thought leaders to earn your bragging rights and win some cool prizes.
Oct. 26, 2016 12:15 AM EDT Reads: 4,126
The Internet of Things will challenge the status quo of how IT and development organizations operate. Or will it? Certainly the fog layer of IoT requires special insights about data ontology, security and transactional integrity. But the developmental challenges are the same: People, Process and Platform and how we integrate our thinking to solve complicated problems. In his session at 19th Cloud Expo, Craig Sproule, CEO of Metavine, will demonstrate how to move beyond today's coding paradigm ...
Oct. 26, 2016 12:00 AM EDT Reads: 3,867
Fifty billion connected devices and still no winning protocols standards. HTTP, WebSockets, MQTT, and CoAP seem to be leading in the IoT protocol race at the moment but many more protocols are getting introduced on a regular basis. Each protocol has its pros and cons depending on the nature of the communications. Does there really need to be only one protocol to rule them all? Of course not. In his session at @ThingsExpo, Chris Matthieu, co-founder and CTO of Octoblu, walk you through how Oct...
Oct. 26, 2016 12:00 AM EDT Reads: 3,192
SYS-CON Events announced today that SoftNet Solutions will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. SoftNet Solutions specializes in Enterprise Solutions for Hadoop and Big Data. It offers customers the most open, robust, and value-conscious portfolio of solutions, services, and tools for the shortest route to success with Big Data. The unique differentiator is the ability to architect and ...
Oct. 26, 2016 12:00 AM EDT Reads: 1,046
A completely new computing platform is on the horizon. They’re called Microservers by some, ARM Servers by others, and sometimes even ARM-based Servers. No matter what you call them, Microservers will have a huge impact on the data center and on server computing in general. Although few people are familiar with Microservers today, their impact will be felt very soon. This is a new category of computing platform that is available today and is predicted to have triple-digit growth rates for some ...
Oct. 26, 2016 12:00 AM EDT Reads: 34,222
Everyone knows that truly innovative companies learn as they go along, pushing boundaries in response to market changes and demands. What's more of a mystery is how to balance innovation on a fresh platform built from scratch with the legacy tech stack, product suite and customers that continue to serve as the business' foundation. In his General Session at 19th Cloud Expo, Michael Chambliss, Head of Engineering at ReadyTalk, will discuss why and how ReadyTalk diverted from healthy revenue an...
Oct. 25, 2016 11:45 PM EDT Reads: 2,995
Without lifecycle traceability and visibility across the tool chain, stakeholders from Planning-to-Ops have limited insight and answers to who, what, when, why and how across the DevOps lifecycle. This impacts the ability to deliver high quality software at the needed velocity to drive positive business outcomes. In his general session at @DevOpsSummit at 19th Cloud Expo, Eric Robertson, General Manager at CollabNet, will discuss how customers are able to achieve a level of transparency that e...
Oct. 25, 2016 10:15 PM EDT Reads: 987
SYS-CON Events announced today that Cemware will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Use MATLAB functions by just visiting website mathfreeon.com. MATLAB compatible, freely usable, online platform services. As of October 2016, 80,000 users from 180 countries are enjoying our platform service.
Oct. 25, 2016 09:15 PM EDT Reads: 891