🕐10.03.11 - 23:54 Uhr
TVI Pacific Inc. and TG World Energy Corp. Announce Completion of Arrangement
TVI Pacific Inc.
and TG World Energy Corp.
Announce
Completion Of Arrangement
TVI Pacific Inc.
(TSX: TVI) ("TVI Pacific") and TG World Energy Corp.
(TSX-V: TGE) ("TG World") are pleased to announce that they have
completed the previously announced plan of arrangement pursuant to which
TVI Pacific acquired all of the outstanding TG World common shares (the
"Arrangement").
The Arrangement was approved by the Court of Queens
Bench of Alberta on March 9, 2011.
As noted in news releases previously
disseminated by TVI Pacific and TG World, the securityholders of TG
World (including holders of options and warrants) approved the
Arrangement at a meeting held on March 4, 2011.
Articles of Arrangement
have been filed by TG World with the Registrar of Corporations for the
Province of Alberta (pursuant to section 193 of the Business
Corporations Act (Alberta)) and the Arrangement became effective today.
Under the Amended and Restated Arrangement Agreement, dated as of
January 16, 2011, between TVI Pacific and TG World, TVI Pacific agreed
to acquire each of the outstanding common shares of TG World not owned
by TVI Pacific in exchange for 0.458 of a TVI Pacific share.
Pursuant
to the Arrangement, TVI Pacific issued approximately 61.5 million shares
to acquire ownership and control of the 134,335,870 TG World common
shares not owned by TVI Pacific immediately prior to the Arrangement
(representing approximately 81.9% of the issued and outstanding TG World
common shares).
TG World is now a wholly owned subsidiary of TVI
Pacific.
Including the 61,525,829 common shares issued in connection
with the Arrangement, TVI Pacific has approximately 621.3 million common
shares outstanding, of which approximately 10% are held by former TG
World shareholders.
The common shares of TG World acquired by TVI
Pacific in connection with the Arrangement were acquired by TVI Pacific
for investment purposes.
The common shares of TG World are expected to be voluntarily delisted
from the TSXV following the close of markets on March 14, 2011.
TVI Pacific has acquired the TG World shares pursuant to section 3.11
[Business combination and reorganization] of National Instrument 45-106
- Prospectus and Registration Exemptions.
About TVI Pacific Inc.
(TSX: TVI) (OTCQX: TVIPF)
TVI Pacific Inc.
is a publicly-traded resource company focused on the
production, development, exploration and acquisition of resource
projects in the Philippines.
The Companys interest in the Canatuan Mine
and its other Philippine mining assets are held through TVI Resource
Development (Phils.), Inc.
TVI also indirectly has interests in oil and
gas assets in the Philippines, Alaska and Niger.
For further information, or to obtain a copy of the early warning report
to be filed by TVI Pacific in respect of the acquisition of TG World
shares pursuant to the Arrangement, please contact:
Dean Callaway
Ian McColl
CFO and Vice President, Finance
Investor Relations Analyst
TG World Energy Corp.
TG
World Energy Corp.
403.265.4506
403.265.4506
The Toronto Stock Exchange has neither approved nor disapproved of the
information contained herein.
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
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