In authorizing the Transaction, the TVI Board of Directors determined that the acquisition of TG would allow TVI to leverage its extensive relationships in the Philippines by entering the Philippine oil and gas sector. This could provide TVI with access to a second cash flow stream that would help to offset TVI's exposure to base and precious metals commodity pricing risk. The TVI Board of Directors believes that this Transaction will allow TVI to capitalize on broader development opportunities opening up in the Philippines.

TVI Pacific Inc. ("TVI") and TG World Energy Inc. ("TG") have entered into a definitive arrangement agreement, under which TVI has agreed to acquire all of the outstanding common shares of TG not owned by it as of the effective date of the acquisition on the basis of 0.67 of a TVI common share for each TG common share (the "Transaction"). The Arrangement Agreement provides that the Transaction will be structured as a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement").

In addition, TVI has agreed to purchase 29,650,000 TG common shares and invest $1,317,500 by way of a convertible promissory note to assist TG in financing its immediate obligations.

TVI's principal assets are its interest in the producing Canatuan copper-zinc mine in Mindanao, Philippines, its interest in the Balabag epithermal gold/silver deposit also in Mindanao and its interest in a broad array of prospective mining tenements in the Zamboanga Peninsula, Philippines.

TG's principal assets are its interest in an offshore oil and gas concession located in the Philippines, its interest in a joint venture covering certain oil and gas prospects located on the Alaska North Slope and its interest in a joint venture with an affiliate of China National Petroleum Corporation relating to exploration prospects in Niger, Africa.

Details of the Transaction Upon completion of the Transaction, all TG common shares not owned by TVI at such time will be automatically exchanged on the basis of 0.67 of a TVI common share for each TG common share. The consideration to be received by TG shareholders pursuant to the Arrangement represents an approximate 48% premium over TG's 20-day volume-weighted average trading price, and an approximately 78% premium over TG's closing price as at December 22, 2010.

Upon completion of the Transaction (and after giving effect to the private placement transactions described below), TVI will have approximately 577.9 million common shares issued and outstanding, of which current TVI shareholders will own approximately 84.4 % and former TG shareholders will own approximately 15.6%.

The total value of the Transaction to TVI has been estimated at $13.5 million, consisting of a combination of cash to be invested in connection with the purchase of TG common shares and TG convertible note and the common shares of TVI to be issued upon completion of the Arrangement (with each such TVI common share having an ascribed value equal to TVI's 20 day volume weighted average trading price of $0.12).

Business Rationale for the Transaction In authorizing the Transaction, the TVI Board of Directors determined that the acquisition of TG would allow TVI to leverage its extensive relationships in the Philippines by entering the Philippine oil and gas sector. This could provide TVI with access to a second cash flow stream that would help to offset TVI's exposure to base and precious metals commodity pricing risk.

The TVI Board of Directors believes that this Transaction will allow TVI to capitalize on broader development opportunities opening up in the Philippines.

Following completion of the Transaction, TVI is expected to: - have a second resource base, which will include additional assets in the Philippines; and - have an attractive mix of production, development and exploration stage resource assets.

"We believe that the Transaction represents an attractive opportunity for TVI shareholders," said Cliff James, President and CEO of TVI. "TVI has a strategic need for an acquisition to expand its cash flow sources, but high commodity prices are making advanced acquisitions in the Philippines mining sector difficult to secure. This opportunity will also allow TVI to build scale and scope through an investment in an additional resource that is expected to help mitigate the risks associated with a single commodity."

"The TVI Board of Directors views the acquisition of TG, including its assets in the Philippines, as an important addition to TVI's existing portfolio, "added Brian Cramm, the Chairman of the independent Special Committee of TVI's Board of Directors. "The combined cash flows from operations should allow TVI to pursue production from wells drilled within the offshore Philippines concession, to continue the Company's mining exploration and development activities on the North Zamboanga tenement package and to pursue other resource opportunities."

Mr. Wayne Thomson, Chairman of TG added, "the planned combination represents a unique opportunity for TG's shareholders. The Transaction will merge anticipated cash flow from the offshore Philippines wells (and possibly North Tarn, Alaska) with a corporation that will have the financial and technical capacity to move TG's oil and gas projects forward. TVI is a well-managed Canadian mining company with roots going back over 15 years. TG is pleased to be able to offer it shareholders an opportunity to become a part of this larger and stronger enterprise".

Tags: TG World Energy Corp.