[TSX: TVI]
February 20, 2009
TVI PACIFIC ANNOUNCES ISSUANCE OF COMMON SHARES TO DISCHARGE CERTAIN PRE-EXISTING OBLIGATIONS
TVI Pacific Inc. (TSX: ?TVI? or the ?Company?) announced today that it has issued 19,902,492 common shares to Seajay Management Enterprises Ltd. (?Seajay?) and 17,285,979 common shares to Regent Parkway Management Ltd. (?Regent?), in partial satisfaction of indebtedness owing to them by the Company. In both cases, the shares were issued at a price of $0.016.
The distribution of common shares to Seajay and Regent was undertaken pursuant to the debt conversion agreement (?Debt Conversion Agreement?) entered into by the Company on January 20, 2009, with Clifford M. James, its President and Chief Executive Officer, and each of Seajay and Regent (both corporations controlled by Clifford M. James). (Execution and delivery of the Debt Conversion Agreement was required by the Omnibus Loan and Security Agreement entered into with LIM Asia Multi-Strategy Fund Inc. (previously LIM Asia Arbitrage Fund Inc.) and LIM Asia Special Situations Master Fund Limited on January 20, 2009.)
Under the Debt Conversion Agreement, Seajay and Regent each agreed to convert indebtedness owing to them by the Company into common shares of the Company, subject to the receipt of all necessary regulatory approvals, including that of the Toronto Stock Exchange (?TSX?) and satisfaction of various other conditions.
Prior to the issuance of shares to Seajay and Regent, the aggregate amount owing by TVI to those corporations was $1,998,916 (in principal). $595,016 of that aggregate indebtedness has been retired as a result of the distribution of shares to Seajay and Regent. The Company has been advised that, after giving effect to the issuance of common shares to Seajay and Regent, Clifford M. James and those corporations collectively own 63,001,127 common shares of TVI, representing approximately 13.5% of the issued and outstanding common shares of the Company.
This news release should be read in conjunction with the releases disseminated by the Company on January 20 and February 9, 2009, (copies of which are available at www.tvipacific.com) and the Material Change Report and related documentation filed by the Company with various securities regulators in Canada on January 30, 2009, copies of which are available under the Company's profile on the SEDAR website at www.sedar.com.
The common shares issued by TVI to Seajay and Regent are subject to restrictions on resale under securities laws in force in Canada, which restrictions will expire on June 20, 2009.
In addition, the Company announced that it has issued 23,228,444 common shares, at a price of $0.016 per share, to Zamboanga Minerals Corporation (?ZMC?). On January 25, 2008, the Company's affiliate, TVI Resource Development (Phils) Inc. ("TVIRD"), exercised its option to acquire all of ZMC?s rights and interests in the Balabag Property concession and concession agreements, which include Mineral Production Sharing Agreement (?MPSA?) No. 086-97-IX granted by the Philippine government. TVIRD exercised the option by issuing a Notice to ZMC, wherein the latter affixed its conformity. The Balabag Property is located near the municipalities of Bayog, Zamboanga Del Sur, and Diplahan, Zamboanga Sibugay, on the Island of Mindanao in the Southern Philippines, approximately 75 km east-northeast of TVIRD?s producing Canatuan Mine. The option to acquire the Balabag interest was provided under the Memorandum of Agreement between TVIRD and ZMC, dated April 26, 2005 ("MOA").
The purchase price of the Balabag interest was US$350,000, of which US$50,000 was paid in cash in February 2008. Under the MOA, as amended, the remaining US$300,000 could be settled in common shares of the Company. The issuance of the 23,228,444 common shares of TVI to ZMC satisfies TVIRD's obligations in respect of the balance of the purchase price of the Balabag interest.
With the exercise of the option to acquire, TVIRD has the right to proceed to Stage 4 of the MOA, which will require TVIRD to complete a full feasibility study and put the property into full production within five years of January 25, 2008. Further details regarding a scoping study carried out on the Balabag Property are available in the news releases disseminated by the Company on July 17 and August 21, 2008, copies of which are available at www.tvipacific.com. The scoping study was undertaken to assess the mining potential of a stand-alone commercial scale mining operation centred on the currently delineated deposit and to provide an order of magnitude of its economic potential.
The common shares issued by TVI to ZMC are subject to restrictions on resale under securities laws in force in Canada, which restrictions will expire on June 20, 2009.
About TVI Pacific Inc. (TSX: TVI)
TVI Pacific Inc. is a publicly traded Canadian mining company focused on exploring for and producing precious and base metals within district scale systems in the Philippines. The Company?s interest in the Canatuan Mine and its other Philippine assets are held through its affiliate, TVI Resource Development (Phils.) Inc.
Further Information: Investor Relations ? 403-265-4356 or tvi-info@tvipacific.com
The Toronto Stock Exchange has neither approved nor disapproved of the information contained herein.
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2000, 736 ? 6 Avenue S.W. Calgary, Alberta T2P 3T7
Tel: (403) 265-4356 Fax: (403) 264-7028
Website: http://www.tvipacific.com E-mail: tvi-info@tvipacific.com