TG World Energy Corp.
TSX VENTURE : TGE

TG World Energy Corp.

March 10, 2011 14:54 ET

TVI Pacific Inc. and TG World Energy Corp. Announce Completion Of Arrangement

CALGARY, ALBERTA--(Marketwire - March 10, 2011) - TVI Pacific Inc. (TSX:TVI)(OTCQX:TVIPF) ("TVI Pacific") and TG World Energy Corp. (TSX VENTURE: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 Queen's 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 Company's 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.

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.

Contact Information

  • For further information, or to obtain a copy of the early
    warning report to be filed by TVI Pacific in respect of the
    the acquisition of TG World shares pursuant to the
    Arrangement, please contact: TG World Energy Corp.
    Dean Callaway, CFO and Vice President, Finance
    403.265.4506, dean.callaway@tgworldenergy.com
    or
    TG World Energy Corp.
    Ian McColl, Investor Relations Analyst
    403.265.4506, ian.mccoll@tgworldenergy.com
    www.tgworldenergy.com