CALGARY, ALBERTA--(Marketwire - Aug. 28, 2012) - TVI Pacific Inc. ("TVI" or the "Corporation") (TSX:TVI) (OTCQX:TVIPF) announced today that it has signed subscription agreements relating to its proposed purchase of voting shares ("Shares") and options of Foyson Resources Limited ("Foyson"), an Australian Securities Exchange ("ASX") listed issuer (ASX:FOY), as contemplated by the Heads of Agreement (the "HOA"), dated August 17, 2012, which set out certain terms of various proposed transactions between the Corporation and Foyson. As contemplated by the HOA, TVI has also entered into various joint venture agreements and option agreements with Foyson relating to mining properties in Papua New Guinea. Information concerning the various transactions provided for in the HOA was disseminated on August 19, 2012 by TVI, in its news release entitled "TVI Pacific Inc. Announces Joint Venture Opportunities and Proposed Investment in Foyson Resources Limited".
The HOA provides for the acquisition by TVI (or a wholly-owned subsidiary or other affiliate of TVI) of an equity interest in Foyson, by way of private placement (undertaken in two tranches), subject to the receipt of all necessary regulatory approvals and the satisfaction or waiver of various other conditions.
TVI has signed a subscription agreement for the first tranche of the proposed private placement ("Tranche 1"), which provides for the purchase by TVI of 68 million Shares, representing approximately 9.96% of Foyson's issued capital of 683,403,821, at a purchase price of A$0.013 per Share (A$884,000 in the aggregate).
TVI has also signed the following agreements relating to the joint venture projects contemplated by the HOA: an Amazon Bay Iron Sands Project Joint Venture Agreement, an Amazon Bay Royalty Agreement, a New Britain Gold/Copper Joint Venture Agreement, a Massau and Tanga Island Option Agreement and a New Ireland Option Agreement. With the signing of the subscription agreement for Tranche 1 and the foregoing joint venture related agreements, the exclusive due diligence period provided to TVI under the HOA has been extended to October 8, 2012. The Amazon Bay and New Britain joint venture agreements provide that (i) TVI will refund to Foyson any expenditures incurred by Foyson in respect of the Amazon Bay and New Britain projects since 1 July 2012, up to a maximum of A$200,000 for each project and (ii) any such funds will be credited against TVI's spending commitments in relation to each of the relevant joint ventures. Additional information concerning the Papua New Guinea joint venture projects was outlined in TVI's August 19, 2012 news release, entitled "TVI Pacific Inc. Announces Joint Venture Opportunities and Proposed Investment in Foyson Resources Limited".
Foyson has agreed to convene a meeting of its shareholders (i) to ratify the issuance of the 68 million Shares included in the Tranche 1 private placement, (ii) to ratify and approve the acquisition and exercise of an option (the "AB Option") to acquire the balance of the shares of Titan Mines Limited (the Company through which mining interests at the Amazon Bay project in Papua New Guinea are held) not already owned by Foyson, and (iii) to approve the terms of a shareholder agreement among the shareholders of Titan Mines Limited, with that meeting scheduled to be not later than October 8, 2012.
TVI Pacific has also signed a subscription agreement for the second tranche of the proposed private placement ("Tranche 2"), which contemplates the purchase by TVI of an additional 160 million Shares (at an aggregate purchase price of A$2.4 million) and options (the "Options") to purchase up to an additional 140 million Shares (at an exercise price of A$0.03 per Share), exercisable until June 30, 2015. The subscription agreement for Tranche 2 provides that TVI has the right (but not the obligation) to purchase the Tranche 2 securities by giving written notice to Foyson in that regard prior to the close of business (Sydney, Australia time) on Tuesday, October 9, 2012. Under the subscription agreement for Tranche 2, the sale of Shares and Options to TVI is subject to certain conditions, including completion of satisfactory due diligence by TVI and receipt of Foyson shareholder approval (to be sought at a second Foyson shareholder meeting).
If TVI gives notice of its intention to acquire securities in connection with Tranche 2 by October 9, 2012, the exclusive due diligence period provided to TVI (as contemplated by the HOA) will be extended to November 30, 2012. The subscription agreement for Tranche 1 provides that if resolutions in relation to the Foyson Amazon Bay arrangements (and certain other matters) are not passed at the first Foyson shareholder meeting or a further condition relating to the extension of an exploration license covering the Amazon Bay tenements in Papua New Guinea is not received on or before October 8, 2012, Foyson will be obligated to pay TVI A$204,000, which payment will have the effect of reducing the effective price at which the Tranche 1 Shares are issued to A$0.01 per Share.
Under the subscription agreement for Tranche 1, TVI has the right to appoint a nominee to serve as one of five members of the board of directors of Foyson. The subscription agreement for Tranche 2 provides that TVI will, following its purchase of Foyson securities in connection with Tranche 2, have the right to appoint an additional nominee to serve as the second TVI nominee of a five-member Foyson board.
Foyson is an Australian company engaged in mining exploration in Papua New Guinea. The common shares of Foyson are listed on the Australian Securities Exchange. Foyson trades under the symbol FOY on the ASX. A copy of Foyson's announcement can be accessed on Foyson's website www.milresources.com.
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.
Connect with us www.tvipacific.com
Follow us on Twitter www.twitter.com/tvipacific
"Like" us at www.facebook.com/tvipacific
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. The forward-looking statements set out in this news release include information relating to proposed transactions involving Foyson. Forward-looking statements relating to the proposed transactions involving Foyson are based upon the terms and conditions set out in the HOA and the subscription agreements and joint venture related agreements noted above.
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 proposed transactions involving Foyson, those risks and uncertainties include a failure to close one or more of the proposed transactions on the terms outlined in this news release due to renegotiation of those terms by the parties prior to closing, or a failure to satisfy one or more conditions, such as conditions relating to the receipt of any necessary regulatory approvals and satisfactory completion by TVI of its due diligence investigations. 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 contained herein are expressly qualified by this cautionary statement.
The Toronto Stock Exchange has neither approved nor disapproved of the information contained herein.