TVI Pacific Inc. Announces Shares-for-Debt Transaction

TVI Pacific Inc. announces that it has entered into a shares-for-debt agreement with one of its shareholders, Prime Resources Holdings Inc., pursuant to which TVI has agreed to settle an aggregate of C$1,392,242.44 of indebtedness owing to PRHI through the issuance of 27,844,848 common shares of the Corporation at a deemed issue price of C$0.05 per Settlement Share.

The indebtedness to be settled consists of C$1,181,348.41 in principal advanced by PRHI to the Corporation, together with accrued interest thereon of C$210,894.03, calculated up to and including June 30, 2026, pursuant to unsecured promissory notes issued by the Corporation to PRHI pursuant to the funding commitment agreement between the Corporation and PRHI dated May 27, 2024.

The Shares-for-Debt Transaction is intended to strengthen TVI's balance sheet by eliminating indebtedness through the issuance of equity while preserving cash resources. Under the Shares-for-Debt Agreement, the indebtedness outstanding as of June 30, 2026 will be satisfied through the issuance of the Settlement Shares. Interest accruing on the outstanding principal amount of the Promissory Notes from July 1, 2026 up to, but excluding, the closing date of the Shares-for-Debt Transaction will not be converted into equity and will instead be paid by the Corporation in cash at Closing. Upon closing of the Shares-for-Debt Transaction and payment of such post-June 30, 2026 accrued interest, all amounts owing by the Corporation under the Promissory Notes will be fully satisfied and discharged, the Corporation will have no further obligations in respect thereof, and the Promissory Notes will be cancelled and discharged.

Pursuant to the Shares-for-Debt Agreement: the Corporation will issue 27,844,848 Settlement Shares to PRHI; the Settlement Shares will be issued at a deemed price of C$0.05 per Settlement Share; the Settlement Shares will be issued in full satisfaction of indebtedness outstanding as of June 30, 2026 in the aggregate amount of C$1,392,242.44; interest accruing from July 1, 2026 up to, but excluding, the Closing Date will be paid by the Corporation in cash at Closing and will not be satisfied through the issuance of Settlement Shares; and upon Closing, the issuance of the Settlement Shares, together with the cash payment of such post-June 30, 2026 accrued interest, will constitute full satisfaction and discharge of all obligations of the Corporation under the Promissory Notes, which will thereupon be cancelled and discharged.

PRHI beneficially owns or exercises control or direction over approximately 19.90% of the Corporation's issued and outstanding common shares. At Closing, PRHI is expected to beneficially own or exercise control or direction over approximately 22.85% of TVI's issued and outstanding common shares and, accordingly, will become a Control Person of the Corporation under applicable Canadian securities laws. As PRHI is a "related party" of the Corporation, the Shares-for-Debt Transaction and matters relating thereto are considered to be "related party transactions" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.