[TSX: TVI]
February 20, 2009
CLIFFORD M. JAMES ACQUIRES BENEFICIAL OWNERSHIP OF ADDITIONAL COMMON SHARES OF TVI PACIFIC INC.
TVI Pacific Inc. ("TVI" or the "Company") announced today that Clifford M. James, the President, Chief Executive Officer and a director of the Company, and two corporations controlled by him, Seajay Management Enterprises Ltd. ("Seajay") and Regent Parkway 3202 Management Inc. ("Regent"), have acquired an aggregate of 37,188,471 common shares in the capital of the Company. Those shares were issued to Seajay (as to 19,902,492 common shares) and Regent (as to 17,285,979 common shares) from the treasury of the Company, in partial satisfaction of indebtedness owing to Seajay and Regent, respectively, by TVI. Under securities laws in force in Canada, Mr. James is deemed to beneficially own those shares, having regard to his control of Seajay and Regent. The issue price of the 37,188,471 common shares of TVI was $0.016 ($595,016, in the aggregate). The 37,188,471 common shares issued to Seajay and Regent represent approximately 8% of the total number of issued and outstanding shares of the Company as of the date of this Release.
In addition to the 37,188,471 common shares of TVI recently issued to Seajay and Regent, Mr. James beneficially owns, or is deemed to beneficially own, 63,849,589 common shares of the Company and holds options to acquire up to an additional 13,500,000 common shares. As of the date of this Release, Mr. James beneficially owns, or is deemed to beneficially own, approximately 13.7% of the total number of issued and outstanding common shares of the Company (including common shares held by Seajay and Regent). Assuming exercise in full of the options to acquire TVI common shares held by Mr. James, Mr. James would beneficially own, or would be deemed to beneficially own, approximately 16.6% of the total number of issued and outstanding common shares of the Company as of the date of this Release.
The 37,188,471 common shares of the Company issued to Seajay and Regent were distributed pursuant to a Debt Conversion Agreement, dated January 20, 2009, between the Company, Mr. James, Seajay, and Regent (the "Debt Conversion Agreement"). The Debt Conversion Agreement was entered into in satisfaction of a condition imposed by lenders under an Omnibus Loan and Security Agreement, entered into on January 20, 2009, among TVI (as guarantor), certain of its affiliates, and others. Under the Debt Conversion Agreement, Seajay and Regent agreed to convert indebtedness owing to them by TVI (then approximately $2 million) into common shares of the Company, subject to the receipt of all necessary regulatory and other approvals and satisfaction of certain other conditions. The Debt Conversion Agreement contemplates that the indebtedness of the Company to Seajay and Regent will be converted over time, in a manner intended to ensure that the ownership of TVI common shares by Clifford M. James and his associates and affiliates does not exceed 18% of the total number of issued and outstanding common shares of the Company. Additional issuances of TVI shares to Seajay and Regent are anticipated under the Debt Conversion Agreement, although the timing of any additional distributions is uncertain as at the date of this Release.
The 37,188,471 common shares issued to Seajay and Regent were acquired for investment purposes. Mr. James may, from time to time, acquire additional securities of the Company, dispose of some or all of the existing, or additional, securities of TVI beneficially owned by him, or may continue to hold securities of TVI beneficially owned by him. The 37,188,471 common shares of TVI issued to Seajay and Regent are subject to restrictions on resale under securities laws in force in Canada and are subject to contractual restrictions on disposition under the Debt Conversion Agreement, which provides that Seajay and Regent will not sell any common shares of the Company acquired as a result of the conversion of indebtedness owing to either of them by TVI prior to December 31, 2010.
Additional information concerning the Debt Conversion Agreement is set out in the January 30, 2009 Material Change Report filed by TVI with certain securities regulatory authorities in Canada, a copy of which is available under the Company's profile, on the SEDAR website at www.sedar.com.
Mr. James will be filing a report (as contemplated by National Instrument 62-103 The Early Warning System and Related Takeover Bid and Insider Reporting Issues) in connection with the acquisition of common shares by Seajay and Regent as noted above in this Release.
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