TVI Pacific Inc. Announces Shares-for-Debt Transaction

TVI Pacific Inc. has entered into a shares-for-debt agreement with shareholder Prime Resources Holdings Inc. (PRHI) to settle an aggregate debt of C$1,392,242.44. The settlement involves the issuance of 27,844,848 common shares at a deemed price of C$0.05 per share. The debt comprises C$1,181,348.41 in principal and C$210,894.03 in accrued interest up to June 30, 2026. Interest accruing from July 1, 2026, to the closing date will be paid in cash by TVI.

Upon closing, all amounts under the unsecured promissory notes, issued under a May 27, 2024 funding commitment, will be fully satisfied and cancelled. PRHI's ownership is expected to increase from approximately 19.90% to approximately 22.85%, triggering a "Control Person" designation under Canadian securities laws. The transaction is classified as a related-party transaction under MI 61-101, relying on exemptions from formal valuation and minority shareholder approval, provided the consideration remains under 25% of market capitalization.

Closing is conditional on TSXV acceptance and approval by disinterested shareholders at the AGSM on August 18, 2026. Settlement shares carry a statutory hold period of four months and one day.

TVI Pacific Inc. (TVI) has executed a transaction that eliminates C$1.39M in debt and removes associated interest obligations, directly addressing a known liability on its balance sheet. The deal involves the issuance of 27.8M new shares against 728.6M existing shares, resulting in approximately 3.8% dilution. While moderate for a micro-cap, this level of dilution is meaningful for existing shareholders.

The move aligns with the company's historical reliance on PRHI for financial support, a pattern highlighted in the Q1 2026 MD&A which noted a C$5.6M working capital deficit. This transaction serves as an incremental step to preserve cash and maintain operational continuity rather than a transformative event. Although the related-party nature and control person status introduce governance considerations, they do not alter the underlying asset value or production trajectory. The news is routine in the context of micro-cap resource financing and does not represent a market-moving surprise.

TVI Pacific Inc. is a Canadian resource company focused on mining projects in the Philippines, holding a 30.66% equity interest in TVI Resource Development (Phils.) Inc. (TVIRD). Its flagship assets include the Balabag Gold-Silver Mine, which has been operating since July 2021, and the Siana Gold Project, which is currently in a soft commissioning or operating phase.

Balabag has produced 172,512 oz Au and 3.23M oz Ag cumulatively, maintaining strong plant availability and throughput. Siana has produced 89,130 oz Au and 94,644 oz Ag since soft commissioning, with infrastructure upgrades underway to enhance recoveries and capacity.

Additional projects include Mapawa, a satellite development; Mabilo, in pre-development; Pan de Azucar, where exploration is suspended; and Agata Nickel, which is closed and undergoing rehabilitation. The company emphasizes a low-initial CAPEX model and has navigated Philippine permitting effectively, being the only company issued permits during a moratorium.