NEWS RELEASETVI PaciÕc's 30.66% owned TVIRD Signs...

NEWS RELEASETVI PaciÕc's 30.66% owned TVIRD Signs DeÕnitiveAgreement to Acquire Siana Gold Project from Red 5Limited7/28/2021TSX-V: TVI; OTC Pink: TVIPF CALGARY, AB, July 28, 2021 /CNW/ - TVI PaciÕc Inc. (TSXV: TVI) (OTC Pink: TVIPF) ("TVI" or the "Company") ispleased to announce that TVI Resource Development Phils., Inc. ("TVIRD"), a Philippines corporation in which TVIholds a 30.66% interest, has signed a binding agreement (the "GRC Agreement") with Red 5 Limited ("Red 5")(ASX: RED), a Perth, Western Australian-based gold company, the shares of which are listed on the AustralianSecurities Exchange, to acquire 100% of the outstanding equity in Red 5's Philippines aÞliated company,Greenstone Resources Corporation ("GRC"), which is the owner and operator of the Siana Gold Project ("Siana")and the Mapawa Project ("Mapawa"), both of which are located in the southern Philippine island of Mindanao.Highlights:TVIRD has agreed to acquire 100% of the outstanding shares of GRC (the "GRC Shares"), for consideration thatincludes a cash payment of U.S. $19 million. The GRC Agreement also provides for the grant, to Red 5, of a3.25% net smelter return royalty ("NSR") payable on the sale of up to 619,000 oz. of gold produced frompotential open-pit and underground operations at Siana. In the GRC Agreement, the ascribed value of theNSR is U.S. $35 million (based on a U.S. $1,750/oz. Au price).TVIRD has conÕrmed to TVI that it intends to fund the cash portion of the purchase price for the GRC Shares2from internal resources. TVI is not party to the GRC Agreement or related agreements and is not required tomake any contribution to TVIRD to support the Acquisition (as deÕned below).The assets of GRC include a modern 1.1 million tonnes per annum ("mtpa") Outotec mill, gravity and Carbonin-Leach ("CIL") facility, and all other key infrastructure together with the Siana, Mapawa and Ferrertenements.Management and the directors of TVIRD believe that the Siana and Mapawa tenements have explorationpotential with the currently deÕned Siana deposit open to depth and laterally and Mapawa and Ferrer in theearly stages of exploration.Red 5 has conÕrmed to TVIRD that GRC has spent over U.S. $200 million to date in its eáorts to develop Siana.A combined historical Indicated JORC 2012 mineral resource estimate for the Siana open pit and undergroundmine of 4.3Mt @ 4.6 g/t Au and 6.8 g/t Ag and combined Inferred JORC 2012 mineral resource estimate for theSiana open pit and underground mine of 0.5Mt @ 8.9 g/t Au and 10.6 g/t Ag (source: Red 5 2020 AnnualReport). TVI is not treating this a as a current mineral resource under National Instrument 43-101 – Standardsof Disclosure for Mineral Projects ("NI 43-101") as a qualiÕed person has not done suÞcient work to classifythe historical estimate as current.TVIRD's plan is to recommence operations at Siana as soon as possible and TVIRD is presently developingplans in furtherance of this objective.TVIRD has also been advised that all required permits are in place to restart Siana from its current voluntarycare and maintenance status, including an Environmental Compliance CertiÕcate and an approvedDeclaration of Mining Project Feasibility, both from the Philippines government.The GRC Agreement :TVIRD has signed a deÕnitive agreement to acquire the GRC Shares (the "Acquisition"). GRC owns and operatesthe Siana Project and the Mapawa Project, both of which are located on the southern Philippines island ofMindanao.The GRC Agreement provides for:the payment of U.S. $19 million in cash to Red 5 upon closing of the purchase and sale of the GRC Shares; and3the grant, to Red 5 of the NSR, which is to be paid, at the rate of 3.25%, from the sale of up to 619,000 oz. of goldproduced from open-pit and underground operations of Siana. In the GRC Agreement, the ascribed value of theNSR is U.S. $35 million (based on a U.S. $1,750/oz Au price). Under the GRC Agreement, the NSR is to be paid toRed 5 as a factor of production within 30 days from the end of each calendar quarter, commencing from the Õrstgold pour following resumption of mining and processing.The assets of GRC include:1. The Siana Project, as covered by Philippines Mineral Production Sharing Agreement ("MPSA") No. 184-2002-XIII covering 3,289 hectares, whichincludes the following project infrastructure:A modern 1.1mtpa Outotec mill, gravity and CIL mill facility commissioned in 2012 at a capital cost of U.S. $54 million thatincludes a single stage SAG mill and 6 CIL tanks;Grid power with backup 8MW diesel Õred power station; andAdministration building, warehouse, mess hall, camp facilities and accommodation, engineering building and maintenancefacilities.2. Mapawa Project, as covered by MPSA No. 280-2009-XIII covering 1,482 hectares.3. The Ferrer Claim, as covered by the Application for Mineral Production Sharing Agreement No. A000046 and comprising of one Block of 595hectares.4. Established government approvals and relationships with key stakeholders.Red 5 has advised TVIRD that GRC has spent over U.S. $200 million, to date, in its eáorts to develop Siana. TVIRDhas also been advised that all of the mining and processing facilities and required permits are in place for recommencement of operations. Siana has the only modern gold plant in the region with the potential to establishSiana as a processing centre for other nearby prospects/gold deposits.Completion of the Acquisition is subject to the satisfaction or waiver of a number of conditions."This represents a strategic acquisition for TVIRD", said Mr. Cliá James, Chairman and CEO of TVI and Chairman ofTVIRD, "Management and directors of TVIRD believe that the acquisition will expand TVIRD's resource base,especially its gold bearing resources, and further extend the life of TVIRD. Data reviewed by TVIRD to date suggeststhat the mineralised tenements at Siana have the potential for further mineral resource expansion. Managementand the directors of TVIRD are excited about the Acquisition, which coincides with the anticipated start-up atBalabag and positive changes in the Philippines Government and Õnancial community attitudes towards miningprojects. TVIRD's management and directors also consider the Acquisition to be compatible with TVIRD's ongoingconsideration of an initial public oáering in the Philippines. Management of TVI anticipate that the Sianaacquisition will be a unique opportunity that will add value for TVI and its shareholders through TVI's investment in4TVIRD and the opportunities provided by both Siana and Mapawa."Mining History at the Siana Gold Mine:Siana is located in Tubod, Surigao del Norte, approximately 35 kilometers from Surigao City, and is covered byMPSA No. 184-2002-XIII covering 3,289 hectares of land near Lake Mainit in Surigao del Norte. The MPSA wasgranted on December 11, 2002 and registered with the Philippine Mines and Geoscience Bureau ("MGB") onDecember 27, 2002 for a term of 25 years. Siana is located along the Surigao Valley Fault, a major mineralstructure, which is a part of the major Philippine Fault or Rift Zone. The Rift Zone constitutes multiple epithermalgold and porphyry-type copper-gold mineral deposits.Mining operations have been conducted at Siana since the early 1900's, with major commercial undergroundmining conducted by the Philippine company, Suricon Consolidated Mining Company ("Suricon"), from 1938 to1960 followed by open pit mining from 1980 to 1991.Siana had produced nearly one million ounces of gold prior to its acquisition in 2003 by Red 5's Philippine aÞliatedcompany, GRC. GRC acquired 100% of Siana in 2003, commenced exploration work on Siana in 2004, completed aproject feasibility study in 2009 and received all necessary permits to construct and operate by 2009.Construction at the mine site commenced in 2010 and the inaugural gold pour was achieved in February 2012. Siana was subsequently placed voluntarily by GRC on care and maintenance in April 2013, when a superÕcial crackwas noted in the external wall of one of the tailings dams ("TSF4"). There was, however, no tailings spill and theincident was therefore considered environmentally benign. In order to mitigate any potential environmental risk,the MGB imposed a cease-and-desist order ("CDO") in June 2013, which could not be rescinded until completion ofstructural repairs and improvements to tailings storage facilities. These works were completed in January 2015. The MGB subsequently lifted the CDO in January 2015 and commercial operations resumed in February 2015.Uncertainty surrounding the mining policy in the Philippines and diÞculty obtaining environmental permitapprovals led Red 5 to again suspend mining and processing activities at Siana and to place the site on temporarystandby in April 2017. Red 5 stated in an ASX announcement on April 18, 2017 that it believed the suspension to bethe best way to preserve "the signiÕcant inherent value of the large in-situ gold inventory and high-qualityinfrastructure" at the site and that the decision was made because of the operational impact "which the currentuncertainty regarding regulatory and government mining policy in the Philippines has had on the group'soperations." Ongoing activities through suspension have included dewatering of the open pit, infrastructuremaintenance and monitoring of geotechnical issues.5After suspending Siana operations, Red 5 realigned its corporate strategy with a particular focus on channelling itsÕnancing with acquiring and developing two gold projects in Western Australia, Darlot and King of the Hills. As aconsequence, the Red 5 board made the decision to dispose of the GRC/Siana assets.TVIRD understands that, to date, Siana has produced 149,203 ounces of gold and 199,669 ounces of silver, inaddition to nearly one million ounces of gold prior to its acquisition in 2003 by GRC. During its brief operatingperiod, GRC has mined the Siana deposit by open pit methods with a plan that included a transition tounderground mining following completion of open pit mining. Underground mine development has commencedwith 445m of development completed, three portals developed and the establishment of several critical surfaceinfrastructures for the mining operations. Material mined from the Siana open pit has been processed onsite at theSiana CIL gold processing plant that has a design capacity of 1.1 mtpa. TVIRD understands that processingrecoveries reported have been between 75 to 85% for gold and 40 to 45% for silver. The plant comprises singlestage crushing, SAG milling, gravity concentration and high intensity cyanidation, leaching and adsorption (CIL),followed by carbon elution and electrowinning to produce combined gold and silver doré. Tailings from the cyanideleach area are treated in a detoxiÕcation circuit to minimize cyanide concentration prior to discharge to the TSF. TVIRD intends to review historical processing operations with the objective of testing and optimising futureperformance.Siana Reported Resource and Reserves:Red 5 has previously published underground and open pit mineral resource and mineral reserve estimates forSiana and mineral resource estimates for Mapawa. These estimates, detailed below, were prepared using theAustralasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the "JORC Code" or"JORC 2012"). No estimates for either Siana or Mapawa have been prepared using the 2014 deÕnition standardspublished by the Canadian Institute of Mining Metallurgy and Petroleum ("CIM 2014 Standard") and notechnical report supporting this estimate has been prepared in accordance with NI 43-101. A "qualiÕed person" (asdeÕned in NI 43-101) has not done suÞcient work to classify any of these mineral resource or mineral reserveestimates as current. As a result, the Company is treating the following estimates as historical in nature and notcurrent mineral resources or mineral reserves, and they should not be relied upon. There are certain diáerencesbetween the JORC Code and the CIM 2014 Standard described further below. Red 5 announced on February 23, 2016 that Mining One Pty Ltd had completed a JORC 2012 underground mineralresource and reserves estimate using a 2.4 g/t gold cut-oá that has been subsequently reviewed annually by Red 5and most recently conÕrmed in their Annual Report at June 30, 2020. Further to the ASX announcement releasedby Red 5 on January 11, 2016, the database for the Siana resource estimate included 109 holes and approximately47,300 meters in addition to 79 historic holes drilled by Suricon between 1980 and 1990 for approximately 10,6006meters. The database also includes a further 10,417 grade control channel samples conducted by GRC prior toApril 2013.The Red 5 2020 Annual Report at June 30, 2020 reports the JORC 2012 underground mineral resource and reservesestimate to be:SIANA JORC 2012 UNDERGROUND MINERAL RESOURCE as at June 30, 2020:ClassiÕcationCut-oá Gold Tonnes Gold Silver Contained Gold Contained Silver(g/t) (kt) (g/t) (g/t) (koz) (koz)Indicated 2.4 3,400 5.2 7.2 566 779Inferred 2.4 500 9.3 11.2 153 186Total Resource 2.4 3,900 5.7 7.7 719 965SIANA JORC 2012 UNDERGROUND ORE RESERVE as at June 30, 2020:ClassiÕcationCut-oá Gold Tonnes Gold Silver Contained Gold Contained Silver(g/t) (kt) (g/t) (g/t) (koz) (koz)Probable 2.4 3,010 4.1 6.7 396 644Total Resource 2.4 3,010 4.1 6.7 396 644Source: Red 5 Limited 2020 Annual ReportIn the Red 5 Annual Report at June 30, 2020, and due to what Red 5 has reported as pending construction ofadditional tailings storage capacity, no updated JORC 2012 reserve estimate is reported for the Siana open pit as atthat date. As such, Red 5 has reported the open pit mineral resource and reserve estimate at June 30, 2020 to be:SIANA JORC 2012 OPEN PIT MINERAL RESOURCE as at June 30, 2020:7ClassiÕcationCut-oá Gold Tonnes Gold Silver Contained Gold Contained Silver(g/t) (kt) (g/t) (g/t) (koz) (koz)Indicated 0.7 650 3.7 7.9 77 164Inferred 0.7 30 2.8 1.2 3 1ROM Stockpile 0.7 290 1.1 6.6 10 61Total Resource 0.7 970 2.9 7.3 90 226SIANA JORC 2012 OPEN PIT ORE RESERVE as at June 30, 2020:ClassiÕcationCut-oá Gold Tonnes Gold Silver Contained Gold Contained Silver(g/t) (kt) (g/t) (g/t) (koz) (koz)Probable - - - - - -ROM Stockpile 0.7 290 1.1 6.6 10 61Total Resource 0.7 290 1.1 6.6 10 61Source: Red 5 Limited 2020 Annual ReportIn summary, and further to the above tables as included in the Red 5 2020 Annual Report, the Siana open pit andunderground mine have at June 30, 2020, a combined Indicated JORC 2012 mineral resource estimate of 4.3Mt @4.6 g/t Au and 6.8 g/t Ag and combined Inferred JORC 2012 mineral resource estimate of 0.5Mt @ 8.9 g/t Au and10.6 g/t Ag. TVI is not treating this as a current mineral resource under NI 43-101 as a qualiÕed person has notdone suÞcient work to classify the historical estimate as current, and the estimates should not be relied upon. Siana Open Pit and Underground Feasibility Study ResultsRed 5, together with GRC, has engaged various mining engineering Õrms since 2009 to complete numerousFeasibility Studies that have been publicly disclosed. These studies were prepared using the JORC Code. QualiÕedpersons have not done suÞcient work under NI 43-101 to verify the results of these studies or render them currentand complete under NI 43-101, and therefore details of these reports are not included in this news release. TVIRD is presently assessing GRC's mine development and production plan for Siana in order to develop its ownplan in furtherance of a potential recommencement of operations.8Mining History at the Mapawa Gold Project :GRC also holds a 100% interest in Mapawa under MPSA No. 280-2009-XIII covering 1,482 hectares and located aswell in Surigao del Norte, Philippines. Mapawa is located 20 kilometers north of Siana and has the potential to bedeveloped as a satellite source of mineralized feed for the Siana processing plant. Red 5 reported in the 2016Annual Report that Mapawa hosts a known gold porphyry system with a number of signiÕcant gold occurrencesthroughout the project area and thereby considered the area to have signiÕcant potential. Red 5 announced on June 14, 2016 that an inaugural JORC 2012 mineral resource estimate had been completed forMapawa by Optiro Pty. Ltd., an independent group of Australian geological consultants who reported the followingon a dry tonne basis based on a 0.7g/t gold cut-oá and taking into account historic mining depletion:MAPAWA JORC 2012 OPEN PIT MINERAL RESOURCE as at June 30, 2020ClassiÕcationCut-oá Gold Tonnes Gold Silver Contained Gold Contained Silver(g/t) (kt) (g/t) (g/t) (koz) (koz)Indicated 0.7 3,270 1.0 3.5 103 371Inferred 0.7 5,560 1.0 2.5 185 438Total Resource 0.7 8,830 1.02 2.9 288 809Source: Red 5 Limited 2020 Annual ReportRed 5 reported that the Mapawa JORC 2012 mineral resource estimate was calculated based on a total of 78diamond core drill-holes totaling 13,798 meters of drilling, comprising 5,628 meters of historical drilling completedby Suricon and 8,170 meters of additional diamond drilling completed by GRC. As noted above, TVI is not treating the estimates reported for Siana and Mapawa as current mineral resources as aqualiÕed person acting in compliance with NI 43-101 reporting requirements has not done suÞcient work toclassify these estimates as current resources, has not veriÕed this information and these estimates should not berelied upon The historical estimates are believed to be based on reasonable assumptions, and neither theCompany nor the qualiÕed person responsible for the scientiÕc and technical content of this news release has anyreason to contest their relevance and reliability. 9TVIRD currently does not plan to conduct any work to verify the historical estimates other than using them to guideits exploration, resource modeling and possible development work. TVIRD is presently assessing the GRC resource model, mine development and production plan for Siana in order todevelop its own plan in furtherance of a potential recommencement of operations. TVIRD is evaluating steps thatwould be required to upgrade or verify the foregoing historical estimates as current under NI 43-101 standards,which would include a review of past drill results and Quality Assurance/Quality Control procedures applied as wellas possibly resource modeling with the involvement of a qualiÕed person. Additional information related to Siana and Mapawa may be found on the TVIRD website at https://tvird.com.ph/. Financing for the Acquisition :TVIRD has conÕrmed to TVI that it intends to fund the cash portion of the purchase price for the GRC Shares frominternal resources. TVI is not required to make any contribution to TVIRD to support the GRC acquisition; in eáect,TVI is fully carried.QualiÕed PersonThe QualiÕed Person responsible for the scientiÕc and technical content of this news release is Mr. Michael JamesBue, Bsc. Eng, M.Eng, P.Eng. Mr. Bue has acted as the QualiÕed Person in compliance with NI 43-101 reportingrequirements by virtue of his membership in the Professional Engineers of Ontario and Canadian Institute ofMining and Metallurgy and has conÕrmed compliance of this news release with NI 43-101 requirements. JORC ReconciliationThe mineral resources and ore reserves detailed above were classiÕed using the JORC Code and reported by Red 5as per regulations under the JORC Code. In the Company's view, there are no material diáerences between theconÕdence categories assigned under the JORC Code and the equivalent conÕdence categories in the CIM 2014Standard. Certain terminology from JORC 2012 is diáerent to that used under CIM 2014 Standard. The JORC Codeuses the term "Ore Reserves", which is equivalent to "Mineral Reserves" using the CIM 2014 Standard. The CIM2014 Standard uses the term "Proven Mineral Reserves", which is equivalent to "Proved Ore Reserves" under theJORC Code Additionally, NI 43-101 reporting requirements do not allow for "Inferred Mineral Resources" to beadded to other Mineral Resource categories, and must be reported separately. The Inferred Resource categoryestimates above under JORC 2012 were reported separately in each instance. The Company will consider retainingqualiÕed person(s) acting in compliance with NI 43-101 reporting requirements to complete a formal review of the10Red 5 mineral resources and ore reserves.About TVI Resource Development Phils., Inc.TVIRD, a Philippine corporation in which TVI holds a 30.66% interest, is a diversiÕed mining company that focuseson the acquisition, exploration, development and production of resource projects in the Philippines. TVIRD has apool of highly competent managers, technical personnel and skilled workers with previous experience in gold-silveroperation and owns 100% of the Balabag gold/silver project in addition to 60% interest in Agata Mining VenturesInc. ("AMVI"), a direct shipping Nickel/Iron operation that commenced in October 2014 and in which TVIRD isoperator. AMVI has shipped a total of 17.44 million wet metric tonnes of nickel laterite ore through 320 shipmentsthrough to June 30, 2021.About TVI PaciÕc Inc.TVI PaciÕc Inc. is a Canadian resource company focused on the acquisition of resource projects in the Asia PaciÕcregion. TVI currently holds a 30.66% equity interest in TVIRD and a 2.95% equity interest in Integrated Green EnergySolutions Ltd., a publicly listed company incorporated in Australia with shares listed on the ASX (but currentlysuspended since January 2020 and subject to an order for winding up). Integrated Green Energy Solutions Ltd. isengaged in the commercialization of technologies to convert waste plastics to fuel in Australia and internationally. TVI's other holdings include a 14.4% equity interest in Mindoro Resources Ltd. and a 100% investment in shares ofTG World Energy Corp. As at the date of this announcement, TVI has 656,987,039 outstanding common shares and696,887,039 fully diluted including the currently issued outstanding options of 39,900,000.IMPORTANT INFORMATION REGARDING FORWARD-LOOKING STATEMENTSCertain information set out in this News Release constitutes forward-looking information. Forward-lookingstatements are often, but not always, identiÕed 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" andsimilar expressions. The forward-looking statements contained in this News Release include: (1) reference to a goldproduction volume of 619,000 oz. and a gold price of U.S. $1,750 upon which the NSR is to be based, both of whichmay not be realized; (2) statements related to exploration at Siana and Mapawa, both of which are not guaranteedand require further review and analysis by TVIRD to review and determine and may be aáected by factors beyondthe control of TVIRD; (3) the stated Indicated and Inferred JORC 2012 mineral resource estimate for the Siana openpit and underground mine, as well as the JORC 2012 open pit mineral resource for the Mapawa Project as includedin the Red 5 2020 Annual Report, for which actual volumes produced may vary. The estimation of mineral reservesand mineral resources is inherently uncertain and involves subjective judgments about many relevant factors; and,(4) any reference to when mining and processing operations at Siana may recommence. 11Forward-looking statements in this News Release are based upon the opinions and expectations of management ofthe Company as at the eáective date of such statements and, in certain cases, information supplied by thirdparties. Although the Company believes that the expectations reÖected in such forward-looking statements arebased upon reasonable assumptions, it can give no assurance that those expectations will prove to have beencorrect. Forward-looking statements are subject to certain risks and uncertainties (known andunknown) that could cause actual outcomes to diáer materially from those anticipated orimplied and should not be read as guarantees of future performance or results. These factorsinclude, but are not limited to, such things as: (i) general economic conditions in Canada, the Philippines andelsewhere; (ii) volatility of prices for precious metals, base metals, and other commodities; (iii) commodity supplyand demand; (iv) Öuctuations in currency and interest rates; (v) inherent risks associated with the exploration anddevelopment of mining properties, including but not limited to geological characteristics, metallurgicalcharacteristics of the mineralization, the availability of equipment and facilities necessary to complete developmentand the ability to develop adequate processing capacity; (vi) the cost of consumables and mining and processingequipment; (vii) unforeseen technological and engineering problems; (viii) ultimate recoverability of reserves; (ix)production, timing, results and costs of exploration and development activities; * political factors, political stabilityor civil unrest, including but not limited to acts of sabotage or terrorism; (xi) availability of Õnancial resources orthird-party Õnancing; (xii) changes in laws or regulations (domestic or foreign); (xiii) changes in administrativepractices; (xiv) changes in exploration plans or budgets; (xv) the availability of skilled labour; (xvi) the failure ofparties to contracts with the Company to perform as agreed, including its joint venture partners; (xvii) the impact ofthe COVID-19 pandemic; and (xviii) extreme weather conditions and forces of nature (i.e. typhoons, heavy rains,earthquakes, and the like) that may disrupt operations and explorations.The Company does not have control over TVIRD nor does it have any involvement in the management or decisionsof TVIRD or control over Õnancial reporting and internal controls of TVIRD. The Company relies on the internalcontrols and Õnancial reporting controls of TVIRD and their failure to maintain eáectiveness or comply withapplicable standards may adversely aáect TVI. Accordingly, readers should not place undue reliance upon the forward-looking statementscontained in this news release and such forward-looking statements should not beinterpreted or regarded as guarantees of future outcomes.Various risks to which the Company is exposed in the conduct of its business (including mining activities) aredescribed in detail in the Company's Annual Information Form for the year ended December 31, 2020, which wasÕled on SEDAR on April 28, 2021 and is available under the Company's proÕle at www.SEDAR.com .12The forward-looking statements contained in this News Release are made as of the date hereof and the Companydoes not undertake any obligation to update or to revise any of the included forward-looking statements, except asrequired by applicable securities laws in force in Canada. The forward-looking statements contained herein areexpressly qualiÕed by this cautionary statement.Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is deÕned in the policies of the TSXVenture Exchange) accepts responsibility for the adequacy or accuracy of this release.SOURCE TVI PaciÕc Inc