CALGARY, AB, Nov. 29, 2021 /CNW/ - TVI Pacific Inc. (TSXV: TVI) (OTC Pink: TVIPF) ("TVI" or the "Company") announced today that TG World Energy Corp. ("TGWE"), an Alberta corporation wholly-owned by TVI, has signed a definitive share sale and purchase agreement (the "Sale Agreement") with Sacgasco Limited (ASX: SGC) ("Sacgasco"), an Australian-based energy company, the shares of which are listed on the Australian Securities Exchange, providing for the sale of 100% of the shares of TGWE's wholly-owned subsidiary, TG World (BVI) Corporation ("TG(BVI)"), and intercompany receivables owing by TG(BVI) to TGWE.
TGWE has agreed to sell its wholly-owned subsidiary, TG(BVI), and intercompany receivables owing by TG(BVI) to TGWE, to Sacgasco for consideration consisting of a cash payment of A$1 and a royalty (which will be payable (to a maximum of U.S. $530,000) after commercial production is achieved at Service Contract 54A ("SC54A")).
Sale of TG (BVI):
TGWE has executed the Sale Agreement with Sacgasco, which provides for the sale of 100% of the shares of TGWE's wholly-owned subsidiary, TG(BVI), and intercompany receivables owing by TG(BVI) to TGWE, for consideration of A$1 and a royalty (which will be payable (to a maximum of U.S. $530,000) after commercial production is achieved at achieved SC54A, an offshore block located northwest of the Palawan islands, Philippines). TG(BVI) holds a 12.5% working interest in SC54A, which represents the only meaningful asset of TG(BVI). The Sale Agreement contemplates that the royalty will be paid at the rate of 12.5% of the contractor share of net proceeds from SC54. At the current time, SC54 is not producing and there is no assurance that it will produce in the future or that any amounts will be payable to TGWE on account of the royalty.
Completion of the Sale is subject to the satisfaction or waiver of a number of conditions and the receipt of all necessary regulatory approvals.
About TVI Pacific Inc.
TVI Pacific Inc. is a Canadian resource company focused on the acquisition of resource projects in the Asia Pacific region. TVI currently holds a 30.66% equity interest in TVI Resource Development Phils., Inc. ("TVIRD"), a Philippines corporation, and a 2.95% equity interest in Integrated Green Energy Solutions Ltd., a company incorporated in Australia and previously listed on the ASX that is now subject to an order for winding up and for which a liquidator has been appointed. TVI's other holdings include a 14.4% equity interest in Mindoro Resources Ltd. and a 100% investment in shares of TG World Energy Corp. As at the date of this announcement, TVI has 656,987,039 outstanding common shares and 696,887,039 fully diluted including the currently issued outstanding options of 39,900,000.
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. The forward-looking statements contained in this News Release include: (1) information concerning the anticipated completion of the sale of 100% of the shares in TG(BVI) and intercompany receivables owing by TG(BVI) to TGWE (completion and the timing thereof being uncertain); and (2) information concerning the proposed royalty (which will only be payable after commercial production is achieved at Service Contract 54A, over which TVI has no control and for which the achievement of commercial production may be uncertain).
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 and, in certain cases, information supplied by third parties. 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 and should not be read as guarantees of future performance or results. These factors include, but are not limited to, such things as: (i) regulatory requirements that may be applicable to the sale of TG(BVI) in Canada, Australia, BVI and the Philippines; and (ii) the volatility of prices for hydrocarbons, including oil and gas, general economic conditions, project budgets and the continuing success of Sacgasco and their ability to develop, produce and achieve commercial production at SC54A.
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.
Various risks to which the Company is exposed in the conduct of its business (including mining activities) are described in detail in the Company's Annual Information Form for the year ended December 31, 2020, which was filed on SEDAR on April 28, 2021 and is available under the Company's profile at www.SEDAR.com.
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.
SOURCE TVI Pacific Inc.
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